Quality of Title. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it 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 portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related Assets, free and clear of any Lien (other than any Lien arising as the result of any action taken by any Secured Party (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral except such as may be filed (A) in favor of the Originators in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the...
Quality of Title. Each Loan, together with the Related Security related thereto, shall, at all times, be owned by the Borrower free and clear of any Lien except as provided in Section 4.2(a)(iii), and upon each Funding, the Collateral Agent as agent for the Secured Parties shall acquire a valid and perfected first priority security interest in such Loans, the Related Security related thereto and all Collections then existing or thereafter arising, free and clear of any Lien, except as provided in Section 4.2(a)(iii). No effective financing statement or other instrument similar in effect covering any Loan or Dealer Agreement shall at any time be on file in any recording office except such as may be filed (i) in favor of the Borrower in accordance with the Contribution Agreement or (ii) in favor of the Collateral Agent in accordance with this Agreement.
Quality of Title. Each Receivable, together with the Contract related thereto, shall, at all times, be owned by the Borrower (or, in the case of the North Carolina Receivables, the Trust), free and clear of any Lien except for Permitted Liens, and upon the making of the Loan, the Administrative Agent, on behalf of the Secured Parties, shall acquire a valid and perfected first priority security interest in each Receivable (or, in the case of the North Carolina Receivables, the 2017-1A SUBI Certificate) and, to the extent such a security interest can be perfected by filing a financing statement under the UCC (in the case of the Receivables other than the North Carolina Receivables) or by possession thereof (in the case of the North Carolina Receivables evidenced by the 2017-1A SUBI Certificate), the related Collateral, free and clear of all Liens other than Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Collateral shall at any time be on file in any recording office except such as may be filed in favor of (i) Regional Management in accordance with the First Tier Purchase Agreements, (ii) the Borrower in accordance with the Second Tier Purchase Agreement or (iii) the Administrative Agent in accordance with this Agreement.
Quality of Title. (a) Each Receivable of the Originator (together with the Related Rights with respect to such Receivable) which is to be sold to the Company hereunder is or shall be owned by the Originator, free and clear of any Adverse Claim, except as provided herein and in the Receivables Purchase Agreement. Whenever the Company makes a purchase or accepts a contribution hereunder, it shall have acquired and shall continue to have maintained a valid and perfected ownership interest (free and clear of any Adverse Claim) in all Receivables generated by the Originator and all Collections related thereto, and in the Originator's entire right, title and interest in and to the Related Rights with respect thereto.
(b) No effective financing statement or other instrument similar in effect covering any Receivable generated by the Originator or any Related Rights is on file in any recording office except such as may be filed in favor of the Company or the Originator, as the case may be, in accordance with this Agreement or in favor of the Administrator (for the benefit of the Purchasers) in accordance with the Receivables Purchase Agreement.
(c) Unless otherwise identified to the Company on the date of the purchase or contribution hereunder, each Receivable purchased hereunder is on the date of purchase or contribution, an Eligible Receivable.
Quality of Title. As of each Advance Date, the Collateral, including, without limitation, the Pledged Policies (which, for the avoidance of doubt, includes any Subject Policies), was and is owned by the Borrower (directly or through the Securities Intermediary) free and clear of any Adverse Claim.
Quality of Title. Each Receivable, together with the Contract related thereto, shall, at all times, be owned by the Borrower free and clear of any Lien except for Permitted Liens, and upon the Initial Loan or each Subsequent Loan, the Administrative Agent, as agent for the Secured Parties, shall acquire a valid and perfected first priority security interest in each Receivable and in the related Collateral then existing or thereafter arising, free and clear of any Lien, other than Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Collateral shall at any time be on file in any recording office except such as may be filed in favor of (i) the Borrower in accordance with the Purchase Agreement or (ii) the Administrative Agent in accordance with this Agreement.
Quality of Title. It is a condition of Purchaser's obligation hereunder that title to the Lots be good and marketable, free of liens and encumbrances, and insurable by a title insurance company holding membership in the American Land Title Association at regular rates, subject to no conditions or encumbrances such as would inhibit or prevent or impose any material burden or expense upon the development of the Lots for residential purposes and the construction of residential dwelling units thereon as Purchaser reasonably desires (other than for expenses which Purchaser has agreed to pay). In the event title is unacceptable to Purchaser and Purchaser so notifies Seller, Seller shall, within five (5) days after receipt of such notice from Purchaser, notify Purchaser in writing either (i) that Seller is unwilling or unable to correct such unacceptable matters, or (ii) that Seller at its sole cost and expense shall undertake promptly to eliminate or modify all such unacceptable matters to the reasonable satisfaction of Purchaser. In the latter event, Seller agrees to use its diligent efforts to promptly satisfy any such objections. In the event Seller elects not to cure such unacceptable matters or is unable with the exercise of due diligence to satisfy said objections within fifteen (15) days after said notice, Purchaser may, at its option, (i) accept title and proceed to closing without an adjustment of the Purchase Price, or (ii) rescind this Agreement with respect to the affected Lot(s), whereupon this Agreement shall be of no further force and effect with respect to the affected Lot(s) and the applicable pro-rata share of the Deposit shall be returned Purchaser. The applicable pro-rata share of the Deposit to be returned to Purchaser shall be equal to (a) the number of affected Lots, divided by (b) the total number of Lots that Purchaser is obligated to purchase under Section 2 above. Failure of Purchaser to notify Seller of title defects prior to the scheduled date of closing shall be deemed an acceptance by Purchaser of the then existing title of Seller. Upon request by Purchaser, Seller shall execute such reasonable affidavits and other similar type instruments as are required by Purchaser's title insurance company relating to the status of title and for the elimination of any standard or printed exceptions in Purchaser's final policy of title insurance, including, without limitation, the exception for unfulfilled mechanics' liens.
Quality of Title. 12 SECTION 5.13 Accuracy of Information .................................. 12 SECTION 5.14 Offices .................................................. 12 SECTION 5.15 Trade Names .............................................. 12 SECTION 5.16 Taxes .................................................... 13 SECTION 5.17 Compliance with Applicable Laws .......................... 13 SECTION 5.18 Reliance on Separate Legal Identity ...................... 13 SECTION 5.19
Quality of Title. Except as set forth in Section 3.8(a)(i) of the Seller Disclosure Letter, Seller holds good, valid and indefeasible or marketable, as applicable, fee simple or leasehold, as applicable, title to the Acquired Assets including, but not limited to, the leasehold estates created under the Assumed Leases and all real and personal property owned or leased thereunder, in each case free and clear of all Liens other than Permitted Liens. Except as set forth in Section 3.8(a)(ii) of the Seller Disclosure Letter, all items comprising the tangible portion of the Acquired Assets are physically present at or on the Real Property or at or upon the premises of Seller’s customers.
Quality of Title. Each Pool Asset is legally and beneficially owned by Seller free and clear of any Lien (other than any Lien arising solely as the result of any action taken by the Purchasers or the Administrator); when the Purchasers make a Purchase or Reinvestment, the Administrator shall have acquired, for the benefit of the Purchasers, a valid and enforceable perfected first-priority undivided percentage ownership interest to the extent of the Receivable Interest in each Pool Asset, free and clear of any Lien (other than any Lien arising solely as the result of any action taken by the Purchasers or the Administrator), enforceable against any creditor of, or purchaser from, Seller or any Originator; and no financing statement or other instrument similar in effect covering any Pool Asset is on file in any recording office except such as may be filed (i) in favor of an Originator in accordance with the Contracts, (ii) in favor of Seller in accordance with the Purchase and Sale Agreement, or (iii) in favor of the Purchasers or the Administrator in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Purchasers or the Administrator.
