Perfection; Good Title. Immediately preceding its sale of each Receivable hereunder, Seller was the owner of such Receivable sold or purported to be sold free and clear of any Adverse Claims, and each such sale hereunder constitutes a valid sale, transfer and assignment to the Buyer of all of Seller’s right, title and interest in, to and under the Receivables sold by it, free and clear of any Adverse Claims. On or before the date hereof and before the generation by Seller of any new Receivable to be sold 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 such Receivable against all creditors of and purchasers from 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. Upon the transfer to the Buyer of each new Receivable sold or otherwise conveyed or purported to be conveyed hereunder and on the date hereof 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.
Perfection; Good Title. Immediately preceding its sale of each Receivable hereunder, such Originator was the owner of such Receivable sold or purported to be sold free and clear of any Adverse Claims, and each such sale hereunder constitutes a valid sale, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables sold by it, free and clear of any Adverse Claims. On or before the date hereof and before the generation by such Originator of any new Receivable to be sold 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 such Receivable 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. This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Originator’s right, title and interest in, to and under the Receivables and Related Rights. Upon the creation or acquisition of each new Receivable and the transfer to the Buyer of each new Receivable sold or otherwise conveyed or purported to be sold or 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. The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale of the Receivables and Related Rights from each Originator to the Buyer pursuant to this Agreement. Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Loan Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collate...
Perfection; Good Title. Immediately preceding each Purchase under the Purchase and Sale Agreement, the Authority is the owner of the PSL Tranche of PSL Revenues, as such PSL Revenues may be in existence from time to time, to be sold by it pursuant to such Purchase, free and clear of all Adverse Claims (other than any Adverse Claim arising hereunder or under the Credit Agreement). The Purchase and Sale Agreement constitutes a valid sale, transfer, and assignment of the PSL Tranches of PSL Revenues to the Purchaser and, upon each Purchase, the Purchaser shall acquire a valid and enforceable perfected first priority ownership interest or a first priority perfected continuing security interest in the PSL Tranche of PSL Revenues sold on the date of such Purchase, free and clear of any Adverse Claim (other than pursuant to the Purchase and Sale Agreement or the Credit Agreement) and enforceable as against creditors of and purchasers from the Authority. The PSL Revenues constitute “general intangibles,”
Perfection; Good Title. Immediately preceding each Purchase hereunder, each Originator is the owner of all of the Conveyed Receivables and all Related Assets to be sold by it pursuant to such Purchase, free and clear of all Adverse Claims (other than any Adverse Claim arising hereunder or under the Second Tier Agreement). The representations set forth on Schedule I are true and correct as applied to each Originator. This Agreement constitutes a valid sale, transfer and assignment of the Conveyed Receivables and Related Assets to the SPV and, upon each Purchase, the SPV shall acquire a valid and enforceable perfected first priority ownership interest or a first priority perfected security interest in each Conveyed Receivable and all of the Related Assets that exist on the date of such Purchase, with respect thereto, free and clear of any Adverse Claim (other than pursuant to this Agreement or the Second Tier Agreement).
Perfection; Good Title. Immediately preceding each Purchase hereunder, each Originator is the owner of all of the Eligible Receivables and all Related Assets to be sold by it pursuant to such Purchase, free and clear of all Adverse Claims (other than any Adverse Claim arising hereunder or under the Second Tier Agreement). The representations set forth on Schedule III are true and correct as applied to each Originator. This Agreement constitutes a valid sale, transfer and assignment of the Conveyed Receivables (other than Foreign Receivables) and Related Assets to the SPV and, upon each Purchase, the SPV shall acquire a valid and enforceable perfected first priority ownership interest or a first priority perfected security interest in each Conveyed Receivable and all of the Related Assets that exist on the date of such Purchase, with respect thereto, free and clear of any Adverse Claim; provided that to the extent the Obligor of such Receivable is an Official Body, the SPV, the Master Servicer and the Originators shall not be required to comply with any Assignment of Claims Acts.
Perfection; Good Title. Immediately preceding each Purchase under the Purchase and Sale Agreement, the Authority is the owner of the PSL Tranche of PSL Revenues, as such PSL Revenues may be in existence from time to time, to be sold by it pursuant to such Purchase, free and clear of all Adverse Claims (other than any Adverse Claim arising hereunder or under the Credit Agreement). The Purchase and Sale Agreement constitutes a valid sale, transfer and assignment of the PSL Tranches of PSL Revenues to the Purchaser and, upon each Purchase, the Purchaser shall acquire a valid and enforceable perfected first priority ownership interest or a first priority perfected continuing security interest in the PSL Tranche of PSL Revenues sold on the date of such Purchase, free and clear of any Adverse Claim (other than pursuant to the Purchase and Sale Agreement or the Credit Agreement) and enforceable as against creditors of and purchasers from the Authority. The PSL Revenues constitute “general intangibles,” “accounts” or “payment intangibles” within the meaning of UCC Section 9-102. Upon each Purchase, the transfer or security interest in the PSL Tranche of PSL Revenues sold to the Purchaser will be perfected under the UCC..
Perfection; Good Title. Immediately preceding each purchase hereunder, it is the owner of all of the Receivables and all other Affected Assets to be sold by it, free and clear of all Adverse Claims (other than any Adverse Claim arising hereunder and/or under the other Transaction Documents), including the interest of any creditor of or purchaser from the Seller. This Agreement constitutes a valid sale, transfer and assignment of the Affected Assets to the Purchaser and, upon each purchase, the Purchaser shall acquire full legal, valid and enforceable ownership, free of any other interest, including the interest of any creditor of or purchaser from the Seller, in each such Receivable and all of the other related Affected Assets that exist on the date of such purchase, free and clear of any Adverse Claim.
