Common use of Binding Obligation, Valid Transfer and Security Interest Clause in Contracts

Binding Obligation, Valid Transfer and Security Interest. This Agreement, together with the Loan Assignments, constitutes a valid transfer to the Purchaser of all right, title and interest in, to and under all Sale Portfolio, free and clear of any Lien of any Person claiming through or under the Purchaser or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this Agreement are determined to be a transfer for security, then this Agreement constitutes a grant of a security interest in all Sale Portfolio to the Purchaser which upon the delivery of the Required Loan Documents and the filing of the UCC financing statements shall be a valid and first priority perfected security interest in the Loan Assets forming a part of the Sale Portfolio and in that portion of the Loan Assets in which a security interest may be perfected by any filing of a UCC financing statement subject only to Permitted Liens. Neither the Purchaser nor any Person claiming through or under the Transferor shall have any claim to or interest in the Controlled Accounts; provided that if this Agreement constitutes only a grant of a security interest in such property, then the Purchaser shall have the rights in such property as a debtor for purposes of the UCC.

Binding Obligation, Valid Transfer and Security Interest. This Agreement, together with the Loan Assignments, constitutes a valid transfer to the Purchaser of all right, title and interest in, to and under all of the Sale Portfolio, free and clear of any Lien of any Person claiming through or under the Purchaser or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this Agreement are determined to be a transfer for security, then this Agreement constitutes a grant of a security interest in all the Sale Portfolio to the Purchaser which upon the delivery of the Required Loan Documents and the filing of the UCC financing statements shall be a valid and first priority perfected security interest in the Loan Assets forming a part of the Sale Portfolio and in that portion of the Loan Assets in which a security interest may be perfected by any filing of a UCC financing statement subject only to Permitted Liens. Neither the Purchaser nor any Person claiming through or under the Transferor shall have any claim to or interest in the Controlled Accounts; provided that if this Agreement constitutes only a grant of a security interest in such property, then the Purchaser shall have the rights in such property as a debtor for purposes of the UCC.

Binding Obligation, Valid Transfer and Security Interest. This Agreement, together with the Loan Assignments, Agreement constitutes a valid transfer to the Purchaser Buyer of all right, title and interest in, to and under all Sale PortfolioPurchased Collateral and Contributed Collateral, free and clear of any Lien of any Person claiming through or under the Purchaser Seller or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this Agreement are determined to be a transfer for security, then this Agreement constitutes a grant of a security interest in all Sale Portfolio Purchased Collateral and Contributed Collateral to the Purchaser Buyer which upon the delivery of the Required Loan Documents to the Trustee and the filing of the UCC financing statements described in Section 4.1(n) and, in the case of Additional Loans on the applicable Purchase Date, shall be a valid and first priority perfected security interest in the Loan Assets forming a part of the Sale Portfolio all Purchased Collateral and in that portion of the Loan Assets in which a security interest may be perfected by any filing of a UCC financing statement Contributed Collateral, subject only to Permitted Liens. Neither the Purchaser Seller nor any Person claiming through or under the Transferor Seller shall have any claim to or interest in the Controlled Accounts; provided that Collection Account and, if this Agreement constitutes only a the grant of a security interest in such property, then except for the Purchaser shall have interest of the rights Seller in such property as a debtor for purposes of the UCC.

Binding Obligation, Valid Transfer and Security Interest. This Agreement, together with the Loan Assignments, Agreement constitutes a valid transfer to the Purchaser Buyer of all right, title and interest of the Seller in, to and under all Sale Portfolioof the Transferred Assets, free and clear of any Lien of any Person claiming through or under the Purchaser Seller or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this Agreement are determined to be a transfer for security, then this Agreement constitutes a grant of a security interest in all Sale Portfolio of the Transferred Assets to the Purchaser Buyer which upon the delivery of the Required Loan Documents to the Collateral Custodian, the crediting of Loans to the Accounts and the filing of the UCC financing statements described in Section 4.1(l) and, in the case of additional Loans on the applicable Purchase Date, shall be a valid and enforceable first priority perfected security interest in the Loan Assets forming a part of the Sale Portfolio and in that portion of the Loan Assets in which a security interest may be perfected by any filing of a UCC financing statement all Transferred Assets, subject only to Permitted Liensthe security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to the Loan and Security Agreement. Neither the Purchaser Seller nor any Person claiming through or under the Transferor Seller shall have any claim to or interest in the Controlled Accounts; provided that any Collection Account and if this Agreement constitutes only a the grant of a security interest in such property, then except for the Purchaser shall have interest of the rights Seller in such property as a debtor for purposes of the UCC.