Valid Interest. No transfer of any Medallion Loan or Related Asset by the Transferor to the Transferee constitutes a fraudulent transfer or fraudulent conveyance under the United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or is otherwise void or voidable or subject to subordination under similar laws or principles or for any other reason. The transfer of Medallion Loans and Related Assets by the Transferor to the Transferee under this Agreement constitutes a true and valid assignment and transfer for consideration of such Medallion Loans and Related Assets under applicable state law (and not merely a pledge of such Medallion Loans and Related Assets for security purposes), enforceable against the creditors of the Transferor, and any Medallion Loans and Related Assets so purchased will not constitute property of the Transferor.
Valid Interest. Upon the delivery to the Canadian Collateral Agent of the certificates evidencing the Pledged Securities held by the Grantor together with executed undated stock powers or other instruments of transfer, the security interest created in such Pledged Securities constituting certificated securities by this Agreement, assuming the continuing possession of such Pledged Securities by the Canadian Collateral Agent will constitute a valid, perfected first priority security interest in such Pledged Securities to the extent provided in and governed by the PPSA, enforceable in accordance with its terms against all creditors of the Grantor and any Persons purporting to purchase such Pledged Securities from the Grantor, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Upon the earlier of (x) (to the extent a security in Uncertificated Securities may be perfected by the filing of a financing statement) the filing of the financing statements listed on Schedule 3 hereto and (y) the obtaining and maintenance of Control by the Canadian Collateral Agent (or its agents appointed for the purposes of perfection) of all Pledged Securities that constitute Uncertificated Securities, the security interest created by this Agreement in such CANADIAN SECURITY AGREEMENT Pledged Securities that constitute Uncertificated Securities, will constitute a valid, perfected first priority security interest in such Pledged Securities constituting Uncertificated Securities, enforceable in accordance with its terms against all creditors of the Grantor and any persons purporting to purchase such Pledged Securities from the Grantor, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
Valid Interest. Seller owns good and valid title to the Interest free and clear of all liens, claims, security interests, charging orders, or encumbrances of any nature whatsoever (other than under the Partnership Agreement and the Act), and Seller is the exclusive owner of the Interest. The execution and delivery at Closing of the Assignment will vest in Buyer good and valid title to the Interest, subject to the Act. Except as contemplated in this Agreement or the Partnership Agreement, there exists no contract, option, warrant, right to consent, right of first refusal, right of first offer, preemptive right, put right, or similar right to acquire the Interest, or any portion thereof or interest therein that would be triggered by the execution of this Agreement or the consummation of the transactions contemplated hereby.
Valid Interest. Upon funding of an Advance for the purchase a Participation Interest in a Mortgage Loan, Bank shall have a valid, unencumbered Participation Interest in such Mortgage Loan.
Valid Interest. No transfer of any Medallion Loan or any other Related Asset by the Seller to the Buyer constitutes a fraudulent transfer or fraudulent conveyance under the United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or is otherwise void or voidable or subject to subordination under similar laws or principles or for any other reason. The transfer of Medallion Loans and other Related Assets by Medallion Financial to the Seller under the Loan Sale and Exchange Agreement constitutes a true and valid assignment and transfer for consideration of such Medallion Loans and other Related Assets under applicable state law (and not merely a pledge of such Medallion Loans and other Related Assets for security purposes), enforceable against the creditors of Medallion Financial, and any Medallion Loans and other Related Assets so purchased will not constitute property of Medallion Financial.
