Valid Conveyance. As of the SMT Termination Date, the Conveyance ---------------- Papers then in existence constitute a valid sale, assignment, and conveyance to Buyer of all right, title and interest of such seller in, to, and under the Receivables then existing and thereafter created in the Accounts (other than Receivables in the Additional Accounts), all monies due or to become due with respect thereto (including all Finance Charge Receivables), together with all Collections, Recoveries and other proceeds of such Receivables and Insurance Proceeds relating thereto, and such property will be owned free and clear of any Lien of any Person claiming through or under such RPA Seller and its Affiliates, except for Liens permitted under Section 5.1(d). --------------
Valid Conveyance. The representations and warranties set out in Exhibit ---------------- ------- D are true and correct. Without limiting the generality of the foregoing, as of - each Addition Date, a valid sale, assignment and conveyance to Buyer of all right, title, and interest of RPA Seller in, to, and under the Transferred Assets, has been consummated and such property will be held free and clear of any Lien of any Person claiming through or under RPA Seller and its Affiliates, except for Liens permitted under Section 5.1(d). --------------
Valid Conveyance. As of each Addition Date, a valid sale, assignment ---------------- and conveyance to Buyer of all right, title, and interest of such RPA Seller in, to, and under the Receivables then existing and thereafter created in respect of the Additional Accounts, all monies due or to become due with respect thereto (including all Finance Charge Receivables), together with all proceeds of such Receivables and Insurance Proceeds relating thereto, has been consummated and such property will be held free and clear of any Lien of any Person claiming through or under such RPA Seller and its Affiliates, except for Liens permitted under Section 5.1(d). --------------
Valid Conveyance. All Receivables and rights to be conveyed hereunder will be validly conveyed and assigned to Purchaser.
Valid Conveyance. As of each Addition Date, a valid sale, assignment, and conveyance to Buyer of all right, title, and interest of Seller in, to, and under the Receivables then existing and thereafter created in respect of the Additional Accounts, all monies due or to become due with respect thereto (including all Finance Charge Receivables), together with all proceeds (including, without limitation, "proceeds" as defined in the UCC in any state where Seller's or Servicer's chief executive offices or books and records relating to the Receivables are located) of such Receivables and Insurance Proceeds relating thereto, has been consummated, and such property will be held free and clear of any Lien of any Person claiming through or under Seller, except for Liens permitted under Section 5.1(d).
Valid Conveyance. As of each Closing Date, the Conveyance Documents constitute a valid sale, assignment, and conveyance to Buyer of all right, title, and interest of Seller in, to and under the Insurance Settlements, all monies due or to become due with respect thereto and all proceeds thereof and Buyer will hold such property free and clear of any Lien of any Person claiming through or under Seller, except for Liens permitted under Section 5.1(c) and Seller shall treat the transfer of the Insurance Settlements to Buyer as a sale, for tax and accounting purposes.
Valid Conveyance. As of the Initial Closing Date, the Convey ance Papers then in existence constitute a valid sale, assignment, and conveyance to Buyer of all right, title, and interest of Seller in, to, and under the Receivables then existing and thereafter created in the Accounts (other than Receivables in the Additional Accounts), all monies due or to become due with respect thereto (including all Finance Charge Receivables), together with all proceeds (including, without limitation, "proceeds" as defined in the UCC in any state where Seller' s or Servicer's chief executive offices or books and records relating to Receivables are located) of such Receivables and Insurance Proceeds relating thereto, and such property will be held free and clear of any Lien of any Person claiming through or under Seller, except for Liens permitted under subsection 5.1(d).
Valid Conveyance. As of each Addition Date, a valid sale, assignment ---------------- and conveyance to Buyer of all right, title, and interest of such Seller in, to, and under the Receivables then existing and thereafter created in respect of the Additional Accounts, all monies due or to become due with respect thereto (including all Finance Charge Receivables), together with all proceeds of such Receivables and Insurance Proceeds relating thereto, has been consummated and such property will be held free and clear of any Lien of any Person claiming through or under such Seller and its Affiliates, except for Liens permitted under Section 5.1(d). --------------
Valid Conveyance. As of the applicable ________________ Addition Date, the Conveyance Papers then in existence constitute a valid sale, assignment, and conveyance to Buyer of all right, title, and interest of Seller in, to, and under the Receivables then existing and thereafter created in the Accounts, all monies due or to become due with respect thereto (including all Finance Charge Re- ceivables), together with all proceeds (including, with- out limitation, "proceeds" as defined in the UCC in any state where Seller's or Servicer's chief executive offi- ces or books and records relating to Receivables are located) of such Receivables and Insurance Proceeds relating thereto, and such property will be held free and clear of any Lien of any Person claiming through or under Seller, except for Liens permitted under subsection 5.1(d).
Valid Conveyance. All Loans to be transferred to Affirm hereunder shall be validly conveyed and assigned to Affirm free and clear of all Liens, except any Lien held by Affirm, on the date of each purchase by Affirm hereunder. The amount of consideration being received by Bank upon the sale of the Loans, as applicable, to Affirm constitutes reasonably equivalent value and fair consideration for such Loans. Bank is not transferring any Loan with any intent to hinder, delay or defraud any of its creditors. No Loan has been satisfied, subordinated or rescinded, and no right of rescission, set-off, counterclaim or defense exists or has been asserted with respect to any Loan and, to Bank’s knowledge, there is no action before any State or federal court, administrative or regulatory body involving any Loan in which an adverse result would have an adverse effect upon the value, the validity, enforceability or collectability of the Loan. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Bank, and the sale, transfer, assignment and conveyance of the Loans, as applicable, by Bank pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions. To the knowledge of Bank, none of the transactions contemplated herein shall violate or result in a violation of any Applicable Law or Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including Regulations T and U of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II.
