Common use of Valid Transfer and Security Interest Clause in Contracts

Valid Transfer and Security Interest. This Agreement constitutes a valid transfer to the Intermediate Seller or Buyer, as applicable, of all right, title and interest in, to and under each Collateral Obligation, free and clear of any Lien of any Person claiming through or under the 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 each Collateral Obligation to the Intermediate Seller or Buyer, as applicable, which upon the delivery of the Collateral Obligation, in accordance with the definition of “Deliver” under the Indenture, to the Intermediate Seller or Buyer, as applicable (or to the Custodian on behalf of the Trustee, for the benefit of the Secured Parties) and the filing of the financing statements shall be a first priority perfected security interest in each such Collateral Obligation, subject only to Permitted Liens.

Valid Transfer and Security Interest. This Agreement constitutes a valid transfer to the Intermediate Closing Date Seller or Buyer, as applicable, of all right, title and interest in, to and under each Collateral Obligation, free and clear of any Lien of any Person claiming through or under the 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 each Collateral Obligation to the Intermediate Closing Date Seller or Buyer, as applicable, which upon the delivery of the Collateral Obligation, in accordance with the definition of “Deliver” under the Indenture, to the Intermediate Closing Date Seller or Buyer, as applicable (or to the Custodian on behalf of the Trustee, for the benefit of the Secured Parties) and the filing of the financing statements shall be a first priority perfected security interest in each such Collateral Obligation, subject only to Permitted Liens.

Valid Transfer and Security Interest. This Agreement constitutes a valid transfer to the Intermediate Seller or Buyer, as applicable, of all right, title and interest in, to and under each Collateral Obligation, free and clear of any Lien of any Person claiming through or under the 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 each Collateral Obligation to the Intermediate Seller or Buyer, as applicable, which upon the delivery of the Collateral Obligation, in accordance with the definition of “Deliver” under the Indenture, to the Intermediate Seller or Buyer, as applicable (or to the Custodian on behalf of the TrusteeCollateral Agent, for the benefit of the Secured Parties) and the filing of the financing statements shall be a first priority perfected security interest in each such Collateral Obligation, subject only to Permitted Liens.

Valid Transfer and Security Interest. This Agreement constitutes a valid transfer to the Intermediate Closing Date Seller or Buyer, as applicable, of all right, title and interest in, to and under each Collateral Obligation, free and clear of any Lien of any Person claiming through or under the 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 each Collateral Obligation to the Intermediate Closing Date Seller or Buyer, as applicable, which upon the delivery of the Collateral Obligation, in accordance with the definition of “Deliver” under the Indenture, to the Intermediate Closing Date Seller or Buyer, as applicable (or to the Custodian on behalf of the TrusteeCollateral Agent, for the benefit of the Secured Parties) and the filing of the financing statements shall be a first priority perfected security interest in each such Collateral Obligation, subject only to Permitted Liens.

Valid Transfer and Security Interest. This Agreement constitutes a valid transfer to the Intermediate Seller or Buyer, as applicable, of all right, title and interest in, to and under each Collateral Obligation, free and clear of any Lien of any Person claiming through or under the 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 each Collateral Obligation to the Intermediate Seller or Buyer, as applicable, which upon the delivery of the Collateral Obligation, in accordance with the definition of “Deliver” under the Indenture, to the Intermediate Seller or Buyer, as applicable (or to the Custodian on behalf of the Collateral Trustee, for the benefit of the Secured Parties) and the filing of the financing statements shall be a first priority perfected security interest in each such Collateral Obligation, subject only to Permitted Liens.

Valid Transfer and Security Interest. This Agreement constitutes a valid transfer to the Intermediate Closing Date Seller or Buyer, as applicable, of all right, title and interest in, to and under each Collateral Obligation, free and clear of any Lien of any Person claiming through or under the 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 each Collateral Obligation to the Intermediate Closing Date Seller or Buyer, as applicable, which upon the delivery of the Collateral Obligation, in accordance with the definition of “Deliver” under the Indenture, to the Intermediate Closing Date Seller or Buyer, as applicable (or to the Custodian on behalf of the Collateral Trustee, for the benefit of the Secured Parties) and the filing of the financing statements shall be a first priority perfected security interest in each such Collateral Obligation, subject only to Permitted Liens.