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

Creation, Perfection and Priority of Security Interests. (A) While it is the intention of BAASC and the Third Tier Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the related Third Tier Purchased Assets from BAASC to the Third Tier Purchaser, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in each Receivable and the related Third Tier Purchased Assets in favor of the Third Tier Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from BAASC. (B) The Receivables constitute either “tangible chattel paper” or “electronic chattel paper”, each within the meaning of the applicable UCC.