Common use of Good Title to Purchased Loans Clause in Contracts

Good Title to Purchased Loans. Immediately prior to the purchase of any Purchased Loan by Buyer from Seller, Seller owned such Purchased Loan free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Section 8-102(a)(1) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Loan to Buyer and, upon transfer of such Purchased Loan to Buyer, Buyer shall be the owner of such Purchased Loan free of any adverse claim, subject to the rights of Seller pursuant to the terms of this Agreement, and subject to the terms and conditions of any participation agreement, co-lender agreement, intercreditor agreement or similar agreement with respect to any Purchased Loan that is a Senior Interest. In the event that any Transaction is characterized as a secured financing of the related Purchased Loans, the provisions of this Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) in all rights, title and interest of Seller in, to and under the Collateral and Buyer shall have a valid perfected first priority security interest in such Purchased Loans.

Good Title to Purchased Loans. Immediately prior to the purchase of any Purchased Loan by Buyer from Seller, Seller owned such Purchased Loan free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Section 8-102(a)(1) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Loan to Buyer and, upon transfer of such Purchased Loan to Buyer, Buyer shall be the owner of such Purchased Loan free of any adverse claim, subject to the rights of Seller and obligations of Buyer pursuant to the terms of this AgreementAgreement and the Transaction Documents, in each case except for liens to be released simultaneously with the sale of a Purchased Loan to Buyer hereunder, and subject to the terms and conditions of any participation agreement, co-lender agreement, intercreditor agreement or similar agreement with respect to any Purchased Loan that is a Senior InterestLoan. In the event that any Transaction is characterized as a secured financing of the related Purchased Loans, the provisions of this Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) in all rights, title and interest of Seller in, to and under the Collateral and Buyer shall have a valid perfected first priority security interest in such Purchased Loans.

Good Title to Purchased Loans. Immediately prior to the purchase of any Purchased Loan Loans by Buyer from Seller, Seller owned such Purchased Loan Loans are free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Section 8-102(a)(1) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Loan Loans to Buyer and, upon transfer of such Purchased Loan Loans to Buyer, Buyer shall be the owner of such Purchased Loan Loans free of any adverse claim, subject to the rights of Seller pursuant to the terms of this Agreement, and subject to the terms and conditions of any participation agreement, co-lender agreement, intercreditor agreement or similar agreement with respect to any Purchased Loan that is a Senior Interest. In the event that any the related Transaction is characterized recharacterized as a secured financing of the related Purchased Loans, the provisions of this Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of Seller in, to and under the Collateral and Buyer shall have a valid valid, perfected first priority security interest in such the Purchased Loans.

Good Title to Purchased Loans. Immediately On the date hereof and immediately prior to (A) the purchase of any Purchased Loan by Buyer from Sellersuch Seller and (B) Buyer’s funding of any Additional Advance with respect to any Purchased Loan, such Seller owned such Purchased Loan in each case, free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Section 8-102(a)(1) of the UCC), and such Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Loan to Buyer and, upon transfer of such Purchased Loan to Buyer, Buyer shall be the owner of such Purchased Loan free of any adverse claim, subject to the rights of such Seller pursuant to the terms of this Agreement, and subject to the terms and conditions of any participation agreement, co-lender agreement, intercreditor agreement or similar agreement with respect to any Purchased Loan that is a Senior Interest. In the event that any Transaction is characterized as a secured financing of the related Purchased Loans, the provisions of this Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) in all rights, title and interest of such Seller in, to and under the Collateral and Buyer shall have a valid perfected first priority security interest in such Purchased Loans.

Good Title to Purchased Loans. Immediately prior to the purchase of any Purchased Loan Loans by Buyer from such Seller, Seller owned such Purchased Loan Loans are free and clear of any lienLien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Section 8-102(a)(1) of the UCC) (or any such Lien, encumbrance or impediment to transfer will be released simultaneously with such purchase), and such Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Loan Loans to Buyer and, upon transfer of such Purchased Loan Loans to Buyer, Buyer shall be the owner of such Purchased Loan Loans free of any adverse claim, subject to the rights of such Seller pursuant to the terms of this Agreement, Agreement and subject of any Servicer pursuant to the terms and conditions of any participation agreement, co-lender agreement, intercreditor agreement or similar agreement with respect to any Purchased Loan that is a Senior Interestthe applicable Servicing Agreement. In the event that any the related Transaction is characterized recharacterized as a secured financing of the related Purchased Loans, the provisions of this Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of such Seller in, to and under the Collateral and Buyer shall have a valid valid, perfected first priority security interest in such the Purchased Loans.

Good Title to Purchased Loans. Immediately prior to the purchase of any Purchased Loan by Buyer from Seller, Seller owned such Purchased Loan free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Section 8-102(a)(1) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Loan to Buyer and, upon transfer of such Purchased Loan to Buyer, Buyer shall be the owner of such Purchased Loan free of any adverse claim, subject to the rights of Seller pursuant to the terms of this Agreement, and subject to the terms and conditions of any participation agreement, co-lender agreement, intercreditor agreement or similar agreement with respect to any Purchased Loan that is a Senior Interest or a Junior Interest. In the event that any Transaction is characterized as a secured financing of the related Purchased Loans, the provisions of this Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) in all rights, title and interest of Seller in, to and under the Collateral and Buyer shall have a valid perfected first priority security interest in such Purchased Loans.

Good Title to Purchased Loans. Immediately prior to the purchase of any Purchased Loan Loans by Buyer from Seller, Seller owned such Purchased Loan Loans are free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Section 8-102(a)(1) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Loan Loans to Buyer and, upon transfer of such Purchased Loan Loans to Buyer, Buyer shall be the owner of such Purchased Loan Loans free of any adverse claim, subject to the rights of Seller pursuant to the terms of this Agreement, and subject to the terms and conditions of any participation agreement, co-lender agreement, intercreditor agreement or similar agreement with respect to any Purchased Loan that is a Senior Interest. In the event that any the related Transaction is characterized recharacterized as a secured financing of the related Purchased Loans, the provisions of this Agreement are effective to create in favor of the Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of the Seller in, to and under the Collateral and the Buyer shall have a valid valid, perfected first priority security interest in such the Purchased Loans.

Good Title to Purchased Loans. Immediately prior to the purchase of any Purchased Loan Loans by Buyer from Seller, Seller owned such Purchased Loan Loans are free and clear of any lien, security interest, claim, option, charge, encumbrance or impediment to transfer (including any “"adverse claim” " as defined in Section 8-102(a)(1) of the UCC), and are not subject to any rights of setoff, any prior sale, transfer, assignment, or participation by Seller or any agreement by Seller to assign, convey, transfer or participate, in whole or in part, and Seller is the sole legal record and beneficial owner of and owns and has good and marketable title to and the right to sell and transfer such Purchased Loan Loans to Buyer and, upon transfer of such Purchased Loan Loans to Buyer, Buyer shall be the owner of such Purchased Loan Loans (other than for U.S. Federal, state and local income and franchise tax 38 purposes) free of any adverse claim, subject to the Seller's rights of Seller pursuant to the terms of this Agreement, and subject to the terms and conditions of any participation agreement, co-lender agreement, intercreditor agreement or similar agreement with respect to any Purchased Loan that is a Senior Interest. In the event that any the related Transaction is characterized recharacterized as a secured financing of the related Purchased LoansLoans and with respect to the security interests granted in Sections 6(c) and 6(d), the provisions of this the Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of Seller in, to and under the Collateral Purchased Loans and the collateral specified in Sections 6(c) and 6(d), Buyer shall have a valid valid, perfected and enforceable first priority security interest in the Purchased Loans and such Purchased Loansother collateral, subject to no lien or rights of others other than as granted herein.

Good Title to Purchased Loans. Immediately prior to the purchase of any Purchased Loan Loans by Buyer from Seller, Seller owned such Purchased Loan Loans are free and clear of any lien, security interest, claim, option, charge, encumbrance or impediment to transfer (including any “"adverse claim” " as defined in Section 8-102(a)(1) of the UCC), and are not subject to any rights of setoff, any prior sale, transfer, assignment, or participation by Seller or any agreement by Seller to assign, convey, transfer or participate, in whole or in part, and Seller is the sole legal record and beneficial owner of and owns and has good and marketable title to and the right to sell and transfer such Purchased Loan Loans to Buyer and, upon transfer of such Purchased Loan Loans to Buyer, Buyer shall be the owner of such Purchased Loan Loans (other than for U.S. Federal, state and local income and franchise tax purposes) free of any adverse claim, subject to the Seller's rights of Seller pursuant to the terms of this Agreement, and subject to the terms and conditions of any participation agreement, co-lender agreement, intercreditor agreement or similar agreement with respect to any Purchased Loan that is a Senior Interest. In the event that any the related Transaction is characterized recharacterized as a secured financing of the related Purchased LoansLoans and with respect to the security interests granted in Sections 6(a) and 6(c), the provisions of this the Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of Seller in, to and under the Collateral Purchased Loans and the collateral specified in Sections 6(a) and 6(c), Buyer shall have a valid valid, perfected and enforceable first priority security interest in the Purchased Loans and such Purchased Loansother collateral, subject to no lien or rights of others other than as granted herein.

Good Title to Purchased Loans. Immediately prior to the purchase of any Purchased Loan Loans by Buyer from Seller, Seller owned such Purchased Loan Loans are free and clear of any lien, security interest, claim, option, charge, encumbrance or impediment to transfer (including any “adverse claim” as defined in Section 8-102(a)(1) of the UCC), and are not subject to any rights of setoff, any prior sale, transfer, assignment, or participation by Seller or any agreement by Seller to assign, convey, transfer or participate, in whole or in part, and Seller is the sole legal record and beneficial owner of and owns and has good and marketable title to and the right to sell and transfer such Purchased Loan Loans to Buyer and, upon transfer of such Purchased Loan Loans to Buyer, Buyer shall be the owner of such Purchased Loan Loans (other than for U.S. Federal, state and local income and franchise tax purposes) free of any adverse claim, subject to the Seller’s rights of Seller pursuant to the terms of this Agreement, and subject to the terms and conditions of any participation agreement, co-lender agreement, intercreditor agreement or similar agreement with respect to any Purchased Loan that is a Senior Interest. In the event that any the related Transaction is characterized recharacterized as a secured financing of the related Purchased LoansLoans and with respect to the security interests granted in Sections 6(c) and 6(d), the provisions of this the Agreement are effective to create in favor of Buyer a valid “security interest” (as defined in Section 1-201(b)(37) of the UCC) interest in all rights, title and interest of Seller in, to and under the Collateral Purchased Loans and the collateral specified in Sections 6(c) and 6(d), Buyer shall have a valid valid, perfected and enforceable first priority security interest in the Purchased Loans and such Purchased Loansother collateral, subject to no lien or rights of others other than as granted herein.