Common use of Creation, Perfection and Priority of Security Interests Clause in Contracts

Creation, Perfection and Priority of Security Interests. The following representations and warranties regarding creation, perfection and priority of security interests in the Ohio Purchased Property are true and correct to the extent that they are applicable: (i) While it is the intention of GMACNA and GMAC that the transfer and assignment contemplated by this Agreement and the Ohio Receivables Assignment shall constitute sales of the Ohio Purchased Property from GMACNA to GMAC, this Agreement shall create a valid and continuing security interest (as defined in the applicable UCC) in the Ohio Purchased Property in favor of GMAC, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from GMACNA and GMAC. (ii) All steps necessary to perfect GMACNA's security interest against each Obligor in the property securing the Ohio Purchased Property have been taken. (iii) Prior to the sale of the Ohio Purchased Property to GMAC under this Agreement, the Ohio Receivables constitute "tangible chattel paper" within the meaning of the applicable UCC. (iv) GMACNA owns and has good title to the Ohio Purchased Property free and clear of any Lien, claim or encumbrance of any Person. (v) GMACNA has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Ohio Purchased Property sold to GMAC hereunder. (vi) GMACNA has in its possession all original copies of the Ohio Receivables Files and other documents that constitute or evidence the Ohio Receivables and the Ohio Purchased Property. The Ohio Receivables Files and other documents that constitute or evidence the Ohio Purchased Property do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than GMAC. (vii) Other than the security interest granted to GMAC pursuant to this Agreement, ▇▇▇▇ pursuant to the Basic Documents, the Issuer under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture, none of GMACNA, GMAC, ▇▇▇▇ or the Issuer has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Ohio Purchased Property. None of GMACNA, GMAC, ▇▇▇▇ or the Issuer has authorized the filing of, nor is GMACNA aware of, any financing statements against GMACNA, GMAC, ▇▇▇▇ or the Issuer that include a description of collateral covering the Ohio Purchased Property other than the financing statements relating to the security interests granted to GMAC, ▇▇▇▇, the Issuer and the Indenture Trustee under this Agreement and the Basic Documents or any financing statement that has been terminated. GMACNA is not aware of any judgment or tax lien filings against GMACNA, GMAC, ▇▇▇▇ or the Issuer.

Creation, Perfection and Priority of Security Interests. The following representations and warranties regarding creation, perfection and priority of security interests in the Ohio Purchased Property are true and correct to the extent that they are applicable: (i) While it is the intention of GMACNA and GMAC that the transfer and assignment contemplated by this Agreement and the Ohio Receivables Assignment Assignments shall constitute sales of the Ohio Purchased Property from GMACNA to GMAC, this Agreement shall create a valid and continuing security interest (as defined in the applicable UCC) in the Ohio Purchased Property in favor of GMAC, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from GMACNA and GMAC. (ii) All steps necessary to perfect GMACNA's security interest against each Obligor in the property securing the Ohio Purchased Property have been taken. (iii) Prior to the sale of the Ohio Purchased Property to GMAC under this Agreement, the Ohio Receivables constitute "tangible chattel paper" within the meaning of the applicable UCC. (iv) GMACNA owns and has good title to the Ohio Purchased Property free and clear of any Lien, claim or encumbrance of any Person. (v) GMACNA has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Ohio Purchased Property sold to GMAC hereunder. (vi) GMACNA has in its possession all original copies of the Ohio Receivables Files and other documents that constitute or evidence the Ohio Receivables and the Ohio Purchased Property. The Ohio Receivables Files and other documents that constitute or evidence the Ohio Purchased Property do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than GMAC. (vii) Other than the security interest granted to GMAC pursuant to this Agreement, ▇▇▇▇ pursuant to the Basic Documents, the Issuer under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture, Indenture none of GMACNA, GMAC, ▇▇▇▇ or the Issuer has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Ohio Purchased Property. None of GMACNA, GMAC, ▇▇▇▇ or the Issuer has authorized the filing of, nor or is GMACNA aware of, any financing statements against GMACNA, GMAC, ▇▇▇▇ or the Issuer that include a description of collateral covering the Ohio Purchased Property other than the financing statements relating to the security interests granted to GMAC, ▇▇▇▇, the Issuer and the Indenture Trustee under this Agreement and the Basic Documents or any financing statement that has been terminated. GMACNA None of GMACNA, GMAC, ▇▇▇▇ or the Issuer is not aware of any judgment or tax lien filings against GMACNA, GMAC, ▇▇▇▇ or the Issuer.