Examples of SUBI Sale Agreement in a sentence
The Seller shall file such financing statements and cause to be filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Buyer under this Agreement in the Transaction SUBI, the Transaction SUBI Certificate and the Seller’s rights under the SUBI Sale Agreement.
It is further the intention of the parties hereto that the Transaction SUBI, the Transaction SUBI Certificate and the Seller’s rights under the SUBI Sale Agreement shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller.
Notwithstanding the foregoing, any Unit the beneficial interest in which was reallocated from the Transaction SUBI Portfolio to the UTI Portfolio pursuant to Section 2.3 of the SUBI Sale Agreement or Section 7.12 of the Transaction SUBI Servicing Supplement shall be deemed to be automatically released from the lien of this Indenture without any action being taken by the Indenture Trustee upon payment by VCI of the related Securitization Value for such Unit.
The sale and contribution of the Transaction SUBI, the Transaction SUBI Certificate, the Transaction SUBI Certificate and the Seller’s rights under the SUBI Sale Agreement shall be reflected on the Seller’s balance sheet and other financial statements as a sale and contribution of assets by the Seller.
Other than the transfer of the Transaction SUBI Certificate from VCI to the Seller under the SUBI Sale Agreement and from the Seller to the Buyer under the SUBI Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Transaction SUBI Certificate.
Each party hereto acknowledges and agrees (and each holder or pledgee of the Transaction SUBI Certificate, by virtue of its acceptance of such Transaction SUBI Certificate or pledge thereof, acknowledges and agrees) that (a) the Transaction SUBI is a separate series of the Origination Trust as provided 10 SUBI Sale Agreement (2020-A) in Section 3806(b)(2) of Chapter 38 of Title 12 of the Delaware Code, 12 Del.
The SUBI Sale Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Transaction SUBI Certificate in favor of the Buyer, which security interest is prior to all other Adverse Claims and is enforceable as such as against creditors of and purchasers from the Seller.
The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property SUBI Sale Agreement sold, rather than to the collectibility of underlying indebtedness, and therefore are intended to be consistent with warranties ordinarily given by a seller of goods under Article 2 of the UCC.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE OBLIGATIONS, SUBI Sale Agreement RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Notwithstanding any other provision of the SUBI Sale Agreement or any other Transaction Document, the perfection representations contained in this Schedule shall be continuing, and remain in full force and effect (notwithstanding any termination of the commitments or any replacement of the Servicer or termination of the Servicer's rights to act as such) until such time as all obligations under the Indenture have been finally and fully paid and performed.