Actions Impairing Quality of Title. Take any action that could reasonably be expected to cause any Receivable, together with the Related Assets, not to be owned by it free and clear of any Adverse Claim (other than Permitted Adverse Claims); or take any action that could reasonably be expected to cause Administrative Agent not to have a valid ownership interest or first priority perfected security interest in the Receivables and, to the extent such security interest can be perfected by filing a financing statement or the execution of an account control agreement, any Related Assets (or any portion thereof) and all cash proceeds of any of the foregoing, in each case, free and clear of any Adverse Claim (other than a Permitted Adverse Claim); or suffer the existence of any valid and effective financing statement or other instrument similar in effect covering any Receivable or any Related Asset on file in any recording office except such as may be filed (i) in favor of Buyer in accordance with any Transaction Document or (ii) in favor of Administrative Agent in accordance with this Agreement or any Transaction Document or take any action that could reasonably be expected to cause Administrative Agent not to have a valid first priority perfected security interest (subject to any Permitted Adverse Claim) in each Lock-Box Account and all amounts or instruments on deposit or credited therein from time to time.
Appears in 5 contracts
Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.), QRS Purchase and Sale Agreement (OUTFRONT Media Inc.), Purchase and Sale Agreement (OUTFRONT Media Inc.)
Actions Impairing Quality of Title. Take any action that could reasonably be expected to cause any Pool Receivable, together with the Related AssetsSecurity, not to be owned by it free and clear of any Adverse Claim (other than Permitted Adverse Claims)Claim; or take any action that could reasonably be expected to cause Administrative Collateral Agent not to have a valid ownership interest or first priority perfected security interest in the Pool Receivables and Collection Accounts and, to the extent such security interest can be perfected by filing a financing statement or the execution of an account control agreement, any Related Assets Security (or any portion thereof) and all cash proceeds of any of the foregoing, in each case, free and clear of any Adverse Claim (other than a Permitted Adverse Claim); or suffer the existence of any valid and effective financing statement or other instrument similar in effect covering any Pool Receivable or any Related Asset on file in any recording office except such as may be filed (i) in favor of Buyer the Borrower in accordance with any Transaction Document or Document, (ii) in favor of Administrative the Collateral Agent in accordance with this Agreement or any other Transaction Document or take (iii) which, in respect of any action that could reasonably be expected Pool Receivable covered under such financing statement or other lien filing, such Collateral has been or will be, upon the sale and contribution of such Pool Receivable pursuant to cause Administrative Agent not to have a valid first priority perfected the Transaction Documents, released under the governing documents establishing lien or security interest (subject to any Permitted Adverse Claim) in each Lock-Box Account and all amounts described by such financing statement or instruments on deposit or credited therein from time to timeother lien filing.
Appears in 2 contracts
Samples: Loan and Security Agreement (Sinclair Broadcast Group Inc), Loan and Security Agreement (Sinclair Broadcast Group Inc)
Actions Impairing Quality of Title. Take any action that could would reasonably be expected to cause any Receivable, together with the Related AssetsRights, not to be owned by it Buyer free and clear of any Adverse Claim (other than Permitted Adverse Claims); or take any action that could would reasonably be expected to cause Administrative Agent not to have a valid ownership interest or first priority perfected security interest in the Receivables originated by such Originator and, to the extent such security interest can be perfected by filing a financing statement or the execution of an account control agreement, any Related Assets Rights (or any portion thereof) and all cash proceeds of any of the foregoing, in each case, free and clear of any Adverse Claim (other than a Permitted Adverse ClaimClaims); or suffer the existence of any valid and effective financing statement or other instrument similar in effect covering any Receivable originated by such Originator or any Related Asset Rights on file in any recording office (except such as may be filed (i) in favor of Buyer in accordance with any Transaction Document or (ii) in favor of the Administrative Agent in accordance with this Agreement or any Transaction Document Document) or take any action that could would reasonably be expected to cause Administrative Agent not to have a valid first priority perfected security interest (subject to any Permitted Adverse Claim) in each Lock-Box Collection Account and all amounts or instruments on deposit or credited therein from time to time.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Oncor Electric Delivery Co LLC)
Actions Impairing Quality of Title. Take any action that could reasonably be expected to cause any Receivable, together with the Related Assets, not to be owned by it free and clear of any Adverse Claim (Claim, other than Permitted Adverse Claims)Liens; or take any action that could reasonably be expected to cause Administrative Agent not to have a valid ownership interest or first priority perfected security interest in the Receivables originated by such Originator and, to the extent such security interest can be perfected by filing a financing statement or the execution of an account control agreement, any Related Assets (or any portion thereof) and all cash proceeds of any of the foregoing, in each case, free and clear of any Adverse Claim (other than a Permitted Adverse Claim)Liens; or suffer the existence of any valid and effective financing statement or other instrument similar in effect covering any Receivable originated by such Originator or any Related Asset on file in any recording office except such as may be filed (i) in favor of Buyer in accordance with any Transaction Document or (ii) in favor of Administrative Agent in accordance with this Agreement or any Transaction Document Document, or take any action that could reasonably be expected to cause Administrative Agent not to have a valid first priority perfected security interest (subject to any Permitted Adverse Claim) in each Lock-Box Account and all amounts or instruments on deposit or credited therein from time to time.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hill-Rom Holdings, Inc.)