Examples of Note Trust Certificate in a sentence
Seller shall not create, incur, assume or permit to exist any Lien, other than Permitted Encumbrances, on or with respect to the Transferred Assets or the Note Trust Certificate.
Immediately prior to its conveyance of the Transferred Assets and the Note Trust Certificate, as the case may be, pursuant to this Agreement, Seller owns and has good and marketable title to such Transferred Assets and the Note Trust Certificate, as the case may be, free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Encumbrances).
Seller shall promptly deliver any material written information, documents, records or reports with respect to the Transferred Receivables or the Note Trust Certificate that Buyer shall reasonably request.
Seller shall notify Buyer promptly after becoming aware of any Lien on any Transferred Asset or on the Note Trust Certificate other than Permitted Encumbrances.
None of the chattel paper that constitutes or evidences the Receivables, nor the Note Trust Certificate, has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than Buyer.
All written factual information heretofore furnished by Seller to Buyer with respect to the Transferred Receivables or the Note Trust Certificate for the purposes of, or in connection with, this Agreement was true and correct in all material respects on the date as of which such information was stated or certified.
Seller has not authorized the filing of and is not aware of any financing statements against Seller that include a description of collateral covering the Transferred Assets or the Note Trust Certificate other than any financing statement (i) in favor of Buyer and its assignees, (ii) that has been terminated, or (iii) that has been granted pursuant to the terms of the Related Documents.
Other than the security interests granted to Buyer pursuant to this Agreement, Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Transferred Assets or the Note Trust Certificate except as permitted by this Agreement.
Seller covenants that, in order to evidence the interests of Seller and Buyer under this Agreement, Seller shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including such actions as are requested by Buyer) to maintain and perfect, as a first priority interest, Buyer's ownership of the Transferred Assets and the Note Trust Certificate.
The Note Trust Certificate constitutes a “general intangible” or a “payment intangible” or an “instrument” or a “certificated security” within the meaning of the UCC.