Examples of SUBI Transfer Agreement in a sentence
By execution below, the Seller expressly acknowledges and consents to the sale of the Transaction SUBI and the assignment of all rights and obligations of the Seller related thereto by the Buyer to the Issuer pursuant to the SUBI Transfer Agreement and the mortgage, pledge, assignment and grant of a security interest in the Transaction SUBI by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders.
The Seller has caused or will have caused, within ten days after the effective date of the SUBI Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the Transaction SUBI Certificate from the Seller to the Buyer and the security interest in the Transaction SUBI Certificate granted to the Buyer hereunder.
The SUBI Transfer 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.
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.
In addition, the Seller hereby SUBI Transfer Agreement acknowledges and agrees that for so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Buyer under this Agreement.
The sales and contributions by the Seller of the Transaction SUBI and the Transaction SUBI Certificate and the beneficial interest SUBI Transfer Agreement in the Units allocated thereto hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein.
The sale of any Investor SUBI shall be governed by the applicable Investor SUBI Transfer Agreement.
The parties to the SUBI Transfer Agreement: (i) shall not, unless the Rating Agency Condition shall have been satisfied, waive any of the perfection representations contained in this Schedule; (ii) shall provide the Rating Agencies with prompt written notice of any breach of perfection representations contained in this Schedule and (iii) shall not, unless the Rating Agency Condition shall have been satisfied, waive a breach of any of the perfection representations contained in this Schedule.
The Parties hereto acknowledge and agree that Point, as Trust Manager of PTT, and holder of the UTI, may from time to time cause the issuance of Investor SUBIs and will cause each Investor SUBI Certificate to be sold to the party designated by Buyer Agent pursuant to the applicable Investor SUBI Transfer Agreement.
The sales and contributions by the Seller of the Transaction SUBI and the Transaction SUBI Certificate and the beneficial interest in the Units allocated thereto hereunder are and shall be without recourse to, or representation or SUBI Transfer Agreement warranty (express or implied) by, the Seller, except as otherwise specifically provided herein.