Common use of Good Title to Purchased Loans Clause in Contracts

Good Title to Purchased Loans. Immediately prior to the purchase of any Purchased Loans by Buyer from Seller, such Purchased 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 but excluding any liens or encumbrances to be released simultaneously with the sale to Buyer hereunder), 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 the right to sell and transfer such Purchased Loans to Buyer and, upon transfer of such Purchased Loans to Buyer, Buyer shall be the owner of such Purchased Loans (other than for U.S. Federal, state and local income and franchise tax purposes) free of any adverse claim, subject to Seller’s rights pursuant to the Agreement. In the event the related Transaction is recharacterized as a secured financing of the Purchased Loans and with respect to the security interests granted in Sections 6(a) and 6(c), the provisions of the Agreement are effective to create in favor of Buyer a valid security interest in all rights, title and interest of Seller in, to and under the Purchased Loans and the collateral specified in Sections 6(a) and 6(c), Buyer shall have a valid, perfected and enforceable first priority security interest in the Purchased Loans and such other 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 Loans by Buyer from Seller, such Purchased Loans are free and clear of any lien, security interest, claim, option, charge, encumbrance or impediment to transfer to Buyer (including any “adverse claim” as defined in Section 8-102(a)(1) of the UCC but excluding any liens or encumbrances to be released simultaneously with the sale to Buyer hereunderUCC), and are not subject to any rights of setoffset-off, any prior sale, transfer, assignment, or participation by Seller or any agreement (other than the Transaction Documents) by Seller to assign, convey, transfer or participateparticipate in such Purchased Loans, in whole or in part, and Seller is the sole legal record and beneficial owner of of, and owns and has the right to sell and transfer transfer, such Purchased Loans to Buyer Buyer, and, upon transfer of such Purchased Loans to Buyer, Buyer shall be the owner of such Purchased Loans (other than for U.S. Federal, state and local income and franchise tax Tax purposes) free of any adverse claim, subject to Seller’s rights and Buyer’s obligations pursuant to this Agreement and the Agreementother Transaction Documents. In the event that the related Transaction is recharacterized as a secured financing of the Purchased Loans and with respect to the security interests granted in Sections 6(a) and 6(c), the provisions of the this Agreement are effective to create in favor of Buyer a valid security interest in all rightsright, title and interest of Seller in, to and under the Purchased Loans and the collateral Repurchase Assets specified in Sections 6(a) and the other collateral specified in Section 6(c), and Buyer shall have a valid, perfected and enforceable first priority security interest in the Purchased Loans Repurchase Assets and such other 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 Loans by Buyer from Seller, such Purchased Loans are free and clear of any lien, security interest, claim, option, charge, encumbrance or impediment to transfer to Buyer (including any “adverse claim” as defined in Section 8-102(a)(1) of the UCC but excluding any liens or encumbrances to be released simultaneously with the sale to Buyer hereunderUCC), and are not subject to any rights of setoffset-off, any prior sale, transfer, assignment, or participation by Seller or any agreement by Seller to assign, convey, transfer or participateparticipate in such Purchased Loans, in whole or in part, and Seller is the sole legal record and beneficial owner of of, and owns and has the right to sell and transfer transfer, such Purchased Loans to Buyer Buyer, and, upon transfer of such Purchased Loans to Buyer, Buyer shall be the owner of such Purchased Loans (other than for U.S. Federal, state and local income and franchise tax purposes) free of any adverse claim, subject to Seller’s rights and Buyer’s rights pursuant to the this Agreement. In the event that the related Transaction is recharacterized as a secured financing of the Purchased Loans and with respect to the security interests granted in Sections 6(a) and 6(c), the provisions of the this Agreement are effective to create in favor of Buyer a valid security interest in all rightsright, title and interest of Seller in, to and under the Purchased Loans and the collateral Repurchase Assets specified in Sections 6(a) and the other collateral specified in Section 6(c), and Buyer shall have a valid, perfected and enforceable first priority security interest in the Purchased Loans Repurchase Assets and such other 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 Loans by Buyer from Seller, such Purchased Loans are free and clear of any lien, security interest, claim, option, charge, encumbrance or impediment to transfer to Buyer (including any “adverse claim” as defined in Section 8-102(a)(1) of the UCC but excluding any liens or encumbrances to be released simultaneously with the sale to Buyer hereunderUCC), and are not subject to any rights of setoffset-off, any prior sale, transfer, assignment, or participation by Seller or any agreement by Seller to assign, convey, transfer or participateparticipate in such Purchased Loans, in whole or in part, and Seller is the sole legal record and beneficial owner of of, and owns and has the right to sell and transfer transfer, such Purchased Loans to Buyer Buyer, and, upon transfer of such Purchased Loans to Buyer, Buyer shall be the owner of such Purchased Loans (other than for U.S. Federal, state and local income and franchise tax purposes) free of any adverse claim, subject to Seller’s rights pursuant to the this Agreement. In the event that the related Transaction is recharacterized as a secured financing of the Purchased Loans and with respect to the security interests granted in Sections 6(a) and 6(c), the provisions of the this Agreement are effective to create in favor of Buyer a valid security interest in all rightsright, title and interest of Seller in, to and under the Purchased Loans and the collateral Repurchase Assets specified in Sections 6(a) and the other collateral specified in Section 6(c), and Buyer shall have a valid, perfected and enforceable first priority security interest in the Purchased Loans Repurchase Assets and such other collateralcollateral to the extent that a security interest in the Repurchase Assets and such collateral can be perfected under the UCC by the filing of UCC financing statements in accordance with Section 6(b) hereof or by delivery of the Purchased Loan File to the Custodian in accordance with Section 7(b) hereof, subject to no lien or rights of others other than as granted hereinherein (other than Permitted Encumbrances).