Common use of Additional Representations of the Issuer Clause in Contracts

Additional Representations of the Issuer. The Issuer hereby represents and warrants to the Indenture Trustee that as of the Closing Date: (a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other Liens (except as expressly permitted otherwise in this Indenture), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Mortgage Notes constitute "instruments" within the meaning of the applicable UCC. (c) The Issuer owns and has good and marketable title to the Mortgage Notes free and clear of any Lien of any Person. (d) The original executed copy of each Mortgage Note (except for any Mortgage Note with respect to which a Lost Note Affidavit has been delivered to the Custodian) has been delivered to the Custodian. (e) The Issuer has received a written acknowledgment from the Custodian that the Custodian is acting solely as agent of the Indenture Trustee for the benefit of the Noteholders. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Mortgage Notes other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or any security interest that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (g) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee, except for (i) any endorsements that are part of a complete chain of endorsements from the originator of the Mortgage Note to the Indenture Trustee, and (ii) any marks or notations pertaining to Liens that have been terminated or released.

Additional Representations of the Issuer. The Issuer hereby represents and warrants to the Indenture Trustee that as of the Closing Date:Date (which representations and warranties shall survive the execution of this Indenture): (a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other Liens (except as expressly permitted otherwise in this Indenture), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Mortgage Notes constitute "instruments" within the meaning of the applicable UCC. (c) The Issuer owns and has good and marketable title to the Mortgage Notes free and clear of any Lien of any Person. (d) The original executed copy of each Mortgage Note (except for any Mortgage Note with respect to which a Lost Note Affidavit has been delivered to the Custodian) has been delivered to the Custodian. (e) The Issuer has received a written acknowledgment from the Custodian that the Custodian is acting solely as agent of the Indenture Trustee for the benefit of the Noteholders. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Mortgage Notes other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or any security interest that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (g) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee, except for (i) any endorsements that are part of a complete chain of endorsements from the originator of the Mortgage Note to the Indenture Trustee, and (ii) any marks or notations pertaining to Liens that have been terminated or released. (h) None of the provisions of this Section 3.28 shall be waived without the prior written confirmation from Standard & Poor's that such waiver shall not result in a reduction or withdrawal of the then-current rating of any Class of Notes.

Additional Representations of the Issuer. The Issuer hereby represents and warrants to the Indenture Trustee that as of the Closing Date: (a) This Indenture creates a valid and continuing security interest (as defined in the applicable New York UCC) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other Liens (except as expressly permitted otherwise in this Indenture), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Mortgage Notes constitute "instruments" within the meaning of the applicable New York UCC and the Delaware UCC. (c) The Issuer owns and has good and marketable title to the Mortgage Notes free and clear of any Lien of any Person. (d) The original executed copy of each Mortgage mortgage Note (except for any Mortgage Note with respect to which a Lost Note Affidavit has been delivered to the Custodian) has been delivered to the Custodian. (e) The Issuer has received a written acknowledgment from the Custodian that the Custodian is acting solely as agent of the Indenture Trustee for the benefit of the Noteholders. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Mortgage Notes other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or any security interest that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (g) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee, except for (i) any endorsements that are part of a complete chain of endorsements from the originator of the Mortgage Note to the Indenture Trustee, and (ii) any marks or notations pertaining to Liens that have been terminated or released.

Additional Representations of the Issuer. The Issuer hereby represents and warrants to the Indenture Trustee and the Credit Enhancer that as of the Closing Date, unless specifically stated otherwise: (a) This Indenture creates a valid and continuing security interest (as defined in the applicable New York UCC) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other Liens (except as expressly permitted otherwise in this Indenture), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Mortgage Notes constitute "instruments" within the meaning of the applicable New York UCC and the Delaware UCC. (c) The Issuer owns and has good and marketable title to the Mortgage Notes free and clear of any Lien of any Person. (d) The original executed copy of each Mortgage mortgage Note (except for any Mortgage Note with respect to which a Lost Note Affidavit has been delivered to the Custodian) has been delivered to the Custodian. (e) The Issuer has received a written acknowledgment from the Custodian that the Custodian is acting solely as agent of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Credit Enhancer. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Mortgage Notes other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or any security interest that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (g) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee, except for (i) any endorsements that are part of a complete chain of endorsements from the originator of the Mortgage Note to the Indenture Trustee, and (ii) any marks or notations pertaining to Liens that have been terminated or released.

Additional Representations of the Issuer. The Issuer hereby represents and warrants to the Indenture Trustee that as of the Closing Date:Date (which representations and warranties shall survive the execution of this Indenture): (a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other Liens (except as expressly permitted otherwise in this Indenture), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Mortgage Notes constitute "instruments" within the meaning of the applicable UCC. (c) The Issuer owns and has good and marketable title to the Mortgage Notes free and clear of any Lien of any Person. (d) The original executed copy of each Mortgage Note (except for any Mortgage Note with respect to which a Lost Note Affidavit has been delivered to the Custodian) has been delivered to the Custodian. (e) The Issuer has received a written acknowledgment from the Custodian that the Custodian is acting solely as agent of the Indenture Trustee for the benefit of the Noteholders. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Mortgage Notes other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or any security interest that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (g) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee, except for (i) any endorsements that are part of a complete chain of endorsements from the originator of the Mortgage Note to the Indenture Trustee, and (ii) any marks or notations pertaining to Liens that have been terminated or released. (h) None of the provisions of this Section 3.29 shall be waived without the prior written confirmation from Standard & Poor's that such waiver shall not result in a reduction or withdrawal of the then-current rating of any Class of Notes.

Additional Representations of the Issuer. The Issuer hereby represents and warrants to the Indenture Trustee that as of the Closing Date:Date (which representations and warranties shall survive the execution of this Indenture): (a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other Liens (except as expressly permitted otherwise in this Indenture), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Mortgage Notes constitute "instruments" within the meaning of the applicable UCC. (c) The Issuer owns and has good and marketable title to the Mortgage Notes free and clear of any Lien of any Person. (d) The original executed copy of each Mortgage Note (except for any Mortgage Note with respect to which a Lost Note Affidavit has been delivered to the Custodian) has been delivered to the Custodian. (e) The Issuer has received a written acknowledgment from the Custodian that the Custodian is acting solely as agent of the Indenture Trustee for the benefit of the Noteholders. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Mortgage Notes other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or any security interest that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (g) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee, except for (i) any endorsements that are part of a complete chain of endorsements from the originator of the Mortgage Note to the Indenture Trustee, and (ii) any marks or notations pertaining to Liens that have been terminated or released. (h) None of the provisions of this Section 3.31 shall be waived without the prior written confirmation from Standard & Poor's that such waiver shall not result in a reduction or withdrawal of the then-current rating of any Class of Notes.

Additional Representations of the Issuer. The Issuer hereby represents and warrants to the Indenture Trustee that as of the Closing Date:Date (which representations and warranties shall survive the execution of this Indenture): (a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other Liens (except as expressly permitted otherwise in this Indenture), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Mortgage Notes constitute "instruments" within the meaning of the applicable UCC. (c) The Issuer owns and has good and marketable title to the Mortgage Notes free and clear of any Lien of any Person. (d) The original executed copy of each Mortgage Note (except for any Mortgage Note with respect to which a Lost Note Affidavit has been delivered to the Custodian) has been delivered to the Custodian. (e) The Issuer has received a written acknowledgment from the Custodian that the Custodian is acting solely as agent of the Indenture Trustee for the benefit of the Noteholders. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Mortgage Notes other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or any security interest that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (g) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee, except for (i) any endorsements that are part of a complete chain of endorsements from the originator of the Mortgage Note to the Indenture Trustee, and (ii) any marks or notations pertaining to Liens that have been terminated or released. (h) None of the provisions of this Section 3.30 shall be waived without the prior written confirmation from Standard & Poor's that such waiver shall not result in a reduction or withdrawal of the then-current rating of any Class of Notes.

Additional Representations of the Issuer. The Issuer hereby represents and warrants that as of the date hereof the following representations and warranties are true and correct (which representations and warranties shall survive the pledge of the Collateral to the Indenture Trustee that as of the Closing Date:pursuant to this Indenture): (ai) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Mortgage Notes Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens (except as expressly other than Liens permitted otherwise in this Indentureby the Transaction Documents), and is enforceable as such as against creditors of and purchasers from the Issuer. (bii) The Mortgage Notes constitute Issuer has taken all steps necessary to perfect its security interest against the Transferor in the property securing the Receivables. (iii) The Receivables constitutes "instrumentschattel paper" or "accounts" within the meaning of the applicable UCC. (civ) The Issuer owns and has good and marketable title to the Mortgage Notes Collateral, free and clear of any Lien (other than Liens permitted by the Transaction Documents), claim or encumbrance of any Person. (d) The original executed copy of each Mortgage Note (except for any Mortgage Note with respect to which a Lost Note Affidavit has been delivered to the Custodian) has been delivered to the Custodian. (ev) The Issuer has received a written acknowledgment from the Custodian that the Custodian is acting solely as agent caused or will have caused, within ten days of the Indenture Trustee for initial Series Issuance Date, the benefit filing of all appropriate financing statements in the Noteholders. (f) Other than proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. hereunder. (vi) The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Mortgage Notes Collateral other than any financing statement (i) relating to the security interest granted to the Indenture Trustee hereunder or any security interest hereunder, (ii) that has been terminated. The Issuer is not aware of any judgment terminated or tax lien filings against as to which the Issuersecured party has released its security interest with respect to collateral covering the Collateral, or (iii) that was filed with respect to Liens permitted by the Transaction Documents. (gvii) None The Issuer has received a written acknowledgment from the Servicer that the Servicer is holding the Floorplan Financing Agreements that create the Receivables solely on behalf of and for the benefit of the Mortgage Notes has Indenture Trustee, to the extent relating to the Receivables. The Floorplan Financing Agreements that create the Receivables do not have any marks or notations indicating that they the Receivables have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee, except for (i) any endorsements that are part of a complete chain of endorsements from . All financing statements filed or to be filed against the originator Issuer in favor of the Mortgage Note Indenture Trustee in connection herewith describing the Collateral contain a statement to the following effect: "A purchase of or security interest in any collateral described in this financing statement, other than with respect to a Liens permitted by the Transaction Documents, will violate the rights of the Indenture Trustee, and (ii) any marks or notations pertaining to Liens that have been terminated or released."

Additional Representations of the Issuer. The Issuer hereby represents and warrants to the Indenture Trustee that as of the Closing Date: (a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Mortgage Notes in favor of the Indenture Trustee, which security interest is prior to all other Liens (except as expressly permitted otherwise in this Indenture), and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Mortgage Notes constitute "instruments" within the meaning of the applicable UCC. (c) The Issuer Is ▇▇▇▇ owns and has good and marketable title to the Mortgage Notes free and clear of any Lien of any Person. (d) The original executed copy of each Mortgage Note (except for any Mortgage Note with respect to which a Lost Note Affidavit has been delivered to the Custodian) has been delivered to the Custodian. (e) The Issuer has received a written acknowledgment from the Custodian that the Custodian is acting solely as agent of the Indenture Trustee for the benefit of the Noteholders. (f) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Mortgage Notes other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or any security interest that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer. (g) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee, except for (i) any endorsements that are part of a complete chain of endorsements from the originator of the Mortgage Note to the Indenture Trustee, and (ii) any marks or notations pertaining to Liens that have been terminated or released.