Good Title; Perfection. (a) Immediately preceding its sale or contribution of each Receivable hereunder, such Originator was the owner of such Receivable and Related Rights sold or contributed or purported to be sold or contributed, as the case may be, free and clear of any Adverse Claims (other than Permitted Adverse Claims), and each such sale or contribution hereunder constitutes a valid sale or contribution, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear of any Adverse Claims (other than Permitted Adverse Claims).
(b) On or before the date hereof and before the generation by such Originator of any new Receivable to be sold, contributed or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Buyer’s ownership interest in Receivables and Related Rights to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full.
(c) Upon the creation of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Receivables, the Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable sold to it hereunder, free and clear of any Adverse Claim (other than Permitted Adverse Claims).
Good Title; Perfection. Immediately prior to each purchase hereunder, the Seller shall be the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. This Agreement is effective to, and shall, upon each purchase hereunder, transfer to the relevant Purchaser or Purchasers (and such Purchaser or Purchasers shall acquire from the Seller) a valid and perfected first priority undivided percentage ownership interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transactions Documents.
Good Title; Perfection. (a) Immediately preceding its sale or contribution of each Receivable hereunder, such Originator was the owner of such Receivable and Related Rights sold or contributed or purported to be sold or contributed, as the case may be, free and clear of any Adverse Claims, and each such sale or contribution hereunder constitutes a valid sale or contribution, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear of any Adverse Claims.
(b) On or before the date hereof and before the generation by such Originator of any new Receivable to be sold, contributed or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Buyer’s ownership or security interest in Receivables and Related Rights to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such Originator have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full.
(c) Upon the creation of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Receivables, the Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable sold to it hereunder, free and clear of any Adverse Claim.
Good Title; Perfection. Immediately prior to each Pledge hereunder or under a Series Supplement, (i) such Obligor, if conveying Contracts and such Obligor's right in the Related Security (other than the Residual Interest with respect thereto) is the legal and beneficial owner of the Contracts and the Related Security (except the Residual Interest in the Equipment) subject to such Pledge and is taking or has taken all requisite steps to obtain on its behalf a first priority perfected security interest in, the Equipment related to such contracts and the Related Security with respect to such equipment (other than Equipment valued at $25,000 or less on its acquisition date in which neither the Originator nor such Obligor has reserved a perfected security interests) and the title and interest of such Obligor is free and clear of any Adverse Claim except as created by this Master Agreement, the Master Sale Agreement and the Series Related Documents, and such Obligor has the legal right to Pledge the Contracts and the associated Collections and Related Security to the Trustee and (ii) such Obligor, if conveying the Residual Interest in the Equipment, is the legal and beneficial owner of such Residual Interest in each case, free and clear of any Adverse Claim except as created by this Master Agreement, the Master Sale Agreement and the Series Related Documents, and such Obligor has the legal right to Pledge such Residual Interest.
Good Title; Perfection. Immediately prior to the pledge hereunder, the Borrower shall be the legal and beneficial owner of the Warehouse SUBI Certificate and the beneficial owner of the Warehouse SUBI Assets with respect thereto, free and clear of any Adverse Claim (other than the interest of the Collateral Agent under the Collateral Agency and Security Agreement). This Agreement is effective to create, and shall transfer to the Administrative Agent a valid security interest in the Warehouse SUBI Certificate and the Borrower’s beneficial interest in the Warehouse SUBI Assets and Collections (to the extent provided by Section 9-315 of the UCC (or other section of similar content of the Relevant UCC) with respect thereto and in the other Collateral free and clear of any Adverse Claim (except as created by this Agreement and the Collateral Agency and Security Agreement), which security interest is perfected (except as to the Warehouse SUBI Leased Vehicles in which the Collateral Agent is noted as the lienholder on the related Certificate of Title) and of first priority. On or prior to the Closing Date (and, with respect to Additional Warehouse SUBI Assets, on the applicable Warehouse SUBI Lease Allocation Date, including a Warehouse SUBI Lease Allocation Date which is a Loan Increase Date), all financing statements and other documents required to be recorded or filed in order to perfect and protect the Administrative Agent’s security interest in and to the Collateral against all creditors of and transferees from the Borrower will have been duly filed in each filing office necessary for such purpose (other than any notation of the security interest of the Administrative Agent on any Certificates of Title for Warehouse SUBI Leased Vehicles) and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. No effective financing statement or other instrument similar in effect covering any Collateral with respect thereto is on file in any recording office, except those filed pursuant to this Agreement or the Collateral Agency and Security Agreement.
(n) Section 5.02 of the Loan Agreement is hereby amended as follows:
(i) Clause (d) is amended by replacing the reference to “At least two (2) Business Days” in the first sentence with “Not later than 12:00 p.m. New York City time on the Business Day”;
(ii) Clause (h) is amended by deleting the word “and” at the end thereof;
(iii) Clause (i) is amended by replacing the period at the end with “; and”...
Good Title; Perfection. 10 (i) Places of Business................................... 10 (j)
Good Title; Perfection. Immediately prior to each purchase hereunder, the Seller shall be the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by this Agreement and the documents entered into in connection herewith. This Agreement is effective to (i) create a valid and perfected first priority interest in each Swap Cash Collateral Account in favor of the corresponding Swap Counterparty (or the Collateral Agent on behalf thereof), and (ii) is effective to, and shall, upon each purchase hereunder, transfer to the Agent for the benefit of the relevant Purchaser or Purchasers (and the Agent, for the benefit of such Purchaser or Purchasers shall acquire from the Seller) a valid and perfected first priority undivided percentage ownership interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, in each case except as created by this Agreement and the documents entered into in connection herewith.
Good Title; Perfection. Immediately prior to each Purchase or Reinvestment hereunder, each Receivable, together with the Related Security, is owned by the Seller free and clear of any Adverse Claim; (ii) when the Purchasers makes a Purchase or Reinvestment, they shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the Purchaser Interests in each Receivable and the Related Security and Collections with respect thereto, free and clear of any Adverse Claim; (iii) when the LC Issuer issues a Letter of Credit, the Administrative Agent, on behalf of the LC Issuer, shall have a continuous valid and perfected first priority security interest to the extent of the Pledged Interest in each Receivable and the Related Security and Collections with respect thereto, free and clear of any Adverse Claim; and (iv) no financing statement or other instrument similar in effect covering all or any interest in any Receivable or the Related Security or Collections with respect thereto is on file in any recording office except such as may be filed (1) in favor of the applicable Originator in accordance with the Contracts, (2) in favor of Seller in connection with the Sale Agreement, or (3) in favor of the Administrative Agent in accordance with this Agreement.
Good Title; Perfection. (i) Each Receivable, together with the Related Security, is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Encumbrances); (ii) the Administrative Agent, on behalf of the Lenders, shall have a continuous valid and perfected first priority security interest in each Receivable and the Related Security and Collections with respect thereto, free and clear of any Adverse Claim (other than Permitted Encumbrances); and (iii) no financing statement or other instrument similar in effect covering all or any interest in any Receivable or the Related Security or Collections with respect thereto is on file in any recording office except in connection with any other Permitted Encumbrances.
Good Title; Perfection. Immediately prior to each sale and assignment hereunder, the Seller shall be the legal and beneficial owner of the Mortgage Loans and Related Security to be sold on the related Purchase Date, free and clear of any Adverse Claim. Immediately prior to each sale and assignment hereunder, each Mortgage Loan to be sold on the related Purchase Date shall be secured by a first priority perfected security interest in the related Mortgaged Property in favor of the Seller. This Agreement and each Supplemental Conveyance shall evidence a valid sale, assignment and conveyance to the Purchaser of each Purchased Mortgage Loan, the Related Security and Collections with respect thereto and in the other Purchased Assets, free and clear of any Adverse Claim (except as created by this Agreement and each Supplemental Conveyance). On or prior to the applicable Purchase Date, all financing statements and other documents required to be recorded or filed in order to perfect and protect the Purchaser’s ownership interest in and to the Purchased Assets against all creditors of and transferees from the Seller will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. No effective financing statement or other instrument similar in effect covering any Purchased Mortgage Loan or the Related Security or Collections with respect thereto is on file in any recording office, except those filed pursuant to this Agreement.
