Common use of Security Interest Matters Clause in Contracts

Security Interest Matters. (i) The provisions of the Transaction Documents are effective to either (x) constitute a sale of Purchased Items to Purchaser (other than for United States federal, state and local income or franchise tax purposes) or (y) create in favor of Purchaser a legal, valid and enforceable first priority “security interest” (as defined in Section 1-201(b)(35) of the UCC) in all rights, title and interest of Seller in, to and under the Collateral. (ii) Upon possession by the Custodian or by a Settlement Agent pursuant to an Inbound Bailee Agreement of each Mortgage Note or Participation Certificate, endorsed in blank by a duly authorized officer of Seller, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in all right, title and interest of Seller in such Mortgage Note or Participation Certificate, as applicable, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iii) Upon the filing of the UCC Financing Statements in the applicable UCC Filing Jurisdiction, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in that portion of the Collateral in which a security interest can be perfected under the UCC by the filing of financing statements, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iv) Upon execution and delivery of the Account Control Agreement, Purchaser shall either be the owner of, or have a legal, valid, enforceable and fully perfected first priority security interest in, the Collection Account and all funds at any time credited thereto.

Security Interest Matters. (i) The provisions of the Transaction Documents are effective to either (x) constitute a sale of Purchased Items to Purchaser (other than for United States federal, state and local income or franchise tax purposes) or (y) create in favor of Purchaser a legal, valid and enforceable first priority “security interest” (as defined in Section 1-201(b)(35) of the UCC) in all rights, title and interest of Seller in, to and under the CollateralCollateral and the Collection Account. (ii) Upon possession by the Custodian or by a Settlement Agent bailee pursuant to an Inbound the Bailee Agreement of each Mortgage Note or Participation Certificate, endorsed in blank by a duly authorized officer of Seller, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in all right, title and interest of Seller in such Mortgage Note or Participation Certificate, as applicable, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iii) Upon the filing of the UCC Financing Statements in the applicable UCC Filing Jurisdiction, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in that portion of the Collateral, the Equity Pledged Collateral or the Originator Pledged Collateral, as applicable, in which a security interest can be perfected under the UCC by the filing of financing statements, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iv) Upon execution and delivery of the Collection Account Control Agreement, Purchaser shall either be the owner of, or have a legal, valid, enforceable and fully perfected first priority security interest inin all right, title and interest of Seller in the Collection Account and all funds at any time credited thereto.

Security Interest Matters. (i) The provisions of the Transaction Documents are effective to either (x) constitute a sale of Purchased Items to Purchaser (other than for United States federal, state and local income or franchise tax purposes) or (y) create in favor of Purchaser a legal, valid and enforceable first priority “security interest” (as defined in Section 1-201(b)(35) of the UCC) in all rights, title and interest of Seller in, to and under the Collateral. (ii) Upon possession by the Custodian or by a Settlement Agent Bailee pursuant to an Inbound a Bailee Agreement Letter of each Mortgage Promissory Note or Participation Certificate, endorsed in blank by a duly authorized officer of Seller, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in all right, title and interest of Seller in such Mortgage Promissory Note or Participation Certificate, as applicable, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iii) Upon the filing of the UCC Financing Statements in the applicable UCC Filing Jurisdiction, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in that portion of the Collateral or the Pledged Collateral, as applicable, in which a security interest can be perfected under the UCC by the filing of financing statements, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iv) Upon execution and delivery of the Account Control Agreement, Purchaser shall either be the owner of, or have a legal, valid, enforceable and fully perfected first priority security interest in, the Collection Account and all funds at any time credited thereto.

Security Interest Matters. (i) The provisions of the Transaction Documents are effective to either (x) constitute a sale of Purchased Items to Purchaser (other than for United States federal, state and local income or franchise tax purposespurposes more fully described in Article 23(g)) or (y) create in favor of Purchaser a legal, valid and enforceable first priority “security interest” (as defined in Section 1-201(b)(35) of the UCC) in each applicable jurisdiction in all rights, title and interest of the applicable Seller in, to and under the Collateral. (ii) Upon possession by the Custodian or by a Settlement Agent Bailee pursuant to an Inbound a Bailee Agreement Letter of each Mortgage Promissory Note or Participation Certificate, endorsed in blank by a duly authorized officer of the applicable Seller, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in all right, title and interest of such Seller in such Mortgage Promissory Note or Participation Certificate, as applicable, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iii) Upon the filing of the UCC Financing Statements in the applicable UCC Filing Jurisdiction, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in that portion of the Collateral or the Equity Pledged Collateral, as applicable, in which a security interest can be perfected under the UCC by the filing of financing statements, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iv) Upon execution and delivery of the any Account Control Agreement, Purchaser shall either be the owner of, or have a legal, valid, enforceable and fully perfected first priority security interest in, the applicable Collection Account and all funds at any time credited thereto. In relation to any Collection Account situated in any jurisdiction outside the United States (if any), such Collection Account shall be subject to a first ranking fixed charge.

Security Interest Matters. (i) The provisions of the Transaction Documents are effective to either (x) constitute a sale of Purchased Items to Purchaser (other than for United States federal, state and local income or franchise tax purposes) or (y) create in favor of Purchaser a legal, valid and enforceable first priority “security interest” (as defined in Section 1-201(b)(35) of the UCC) in all rights, title and interest of Seller in, to and under the CollateralCollateral and the Collection Account. (ii) Upon possession by the Custodian or by a Settlement Agent bailee pursuant to an Inbound the Bailee Agreement of each Mortgage Note or Participation Certificate, endorsed in blank by a duly authorized officer of Seller, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in all right, title and interest of Seller in such Mortgage Note or Participation Certificate, as applicable, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles.. 4895-1210-4939v.10 (iii) Upon the filing of the UCC Financing Statements in the applicable UCC Filing Jurisdiction, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in that portion of the Collateral or the Equity Pledged Collateral, as applicable, in which a security interest can be perfected under the UCC by the filing of financing statements, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iv) Upon execution and delivery of the Collection Account Control Agreement, Purchaser shall either be the owner of, or have a legal, valid, enforceable and fully perfected first priority security interest inin all right, title and interest of Seller in the Collection Account and all funds at any time credited thereto.

Security Interest Matters. (i) The provisions of the Transaction Documents are effective to either (x) constitute a sale of Purchased Items to Purchaser (other than for United States federal, state and local income or franchise tax purposes) or (y) create in favor of Purchaser a legal, valid and enforceable first priority “security interest” (as defined in Section 1-201(b)(35) of the UCC) in all rights, title and interest of Seller in, to and under the Collateral. (ii) Upon possession by the Custodian or by a Settlement Agent Bailee pursuant to an Inbound a Bailee Agreement of each Mortgage Promissory Note or Participation Certificate, endorsed in blank by a duly authorized officer of Seller, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in all right, title and interest of Seller in such Mortgage Promissory Note or Participation Certificate, as applicable, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iii) Upon the filing of the UCC Financing Statements in the applicable UCC Filing Jurisdiction, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in that portion of the Collateral or the Pledged Collateral, as applicable, in which a security interest can be perfected under the UCC by the filing of financing statements, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iv) Upon execution and delivery of the Account Control Agreement, Purchaser shall either be the owner of, or have a legal, valid, enforceable and fully perfected first priority security interest in, the Collection Account and all funds at any time credited thereto.

Security Interest Matters. (i) The provisions of the Transaction Documents are effective to either (x) constitute a sale of Purchased Items to the applicable Purchaser (other than for United States federal, state and local income or franchise tax purposespurposes more fully described in Article 23(g)) or (y) create in favor of the applicable Purchaser a legal, valid and enforceable first priority “security interest” (as defined in Section 1-201(b)(35) of the UCC) in each applicable jurisdiction in all rights, title and interest of the applicable Seller in, to and under the Collateral. (ii) Upon possession by the Custodian or by a Settlement Agent Bailee pursuant to an Inbound a Bailee Agreement Letter of each Mortgage Promissory Note or Participation Certificate, endorsed in blank by a duly authorized officer of the applicable Seller, the applicable Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in all right, title and interest of such Seller in such Mortgage Promissory Note or Participation Certificate, as applicable, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iii) Upon the filing of the UCC Seller Financing Statements in the applicable UCC Filing Jurisdiction, the applicable Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in that portion of the Collateral or the Equity Pledged Collateral in which a security interest can be perfected under the UCC by the filing of financing statements, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iv) Upon execution and delivery of the any Account Control Agreement, the applicable Purchaser shall either be the owner of, or have a legal, valid, enforceable and fully perfected first priority security interest in, the applicable Collection Account and all funds at any time credited thereto. In relation to any Collection Account situated in any jurisdiction outside the United States (if any), such Collection Account shall be subject to a first ranking fixed charge. (v) Upon execution and delivery of any Securities Account Control Agreement, the applicable Purchaser shall either be the owner of, or have a legal, valid, enforceable and fully perfected first priority security interest in, the applicable Securities Account and all Repack Securities and funds at any time credited thereto. In relation to any Securities Account situated in any jurisdiction outside the United States (if any), such Securities Account shall be subject to a first ranking fixed charge.

Security Interest Matters. (i) The provisions of the Transaction Documents are effective to either (x) constitute a sale of Purchased Items to Purchaser (other than for United States federal, state and local income or and franchise tax purposesTax purposes more fully described in Article 23(g)) or (y) create in favor of Purchaser a legal, valid and enforceable first priority “security interest” (as defined in Section 1-201(b)(35) of the UCC) in all rights, title and interest of Seller in, to and under the Collateral. (ii) Upon possession by the Custodian or by a Settlement Agent Bailee pursuant to an Inbound a Bailee Agreement Letter of each Mortgage Promissory Note or Participation Certificate, endorsed in blank by a duly authorized officer of Seller, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in all right, title and interest of Seller in such Mortgage Promissory Note or Participation Certificate, as applicable, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iii) Upon the filing of the UCC Seller Financing Statements in the applicable UCC Filing Jurisdiction, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in that portion of the Collateral in which a security interest can be perfected under the UCC by the filing of financing statements, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iv) Upon execution and delivery of the Account Control Agreement, Purchaser shall either be the owner of, or have a legal, valid, enforceable and fully perfected first priority security interest in, the Collection Account and all funds at any time credited thereto.

Security Interest Matters. (i) The provisions of the Transaction Documents are effective to either (x) constitute a sale of Purchased Items to Purchaser (other than for United States federal, state and local income or and franchise tax purposes and for accounting purposes) or (y) create in favor of Purchaser a legal, valid and enforceable first priority “security interest” (as defined in Section 1-201(b)(35) of the UCC) in all rights, title and interest of Seller in, to and under the Collateral. (ii) Upon possession by the Custodian or by a Settlement Agent Bailee pursuant to an Inbound a Bailee Agreement Letter of each Mortgage Promissory Note or Participation Certificate, endorsed in blank by a duly authorized officer of Seller, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in all right, title and interest of Seller in such Mortgage Promissory Note or Participation Certificate, as applicable, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iii) Upon the filing of the UCC Financing Statements in the applicable UCC Filing Jurisdiction, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in that portion of the Collateral or the Pledged Collateral, as applicable, in which a security interest can be perfected under the UCC by the filing of financing statements, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iv) Upon The provisions of this Agreement are effective to create in favor of Purchaser a legal, valid and enforceable first priority “security interest” (as defined in 106 BUSINESS.31481134.9 Section 1-201(b)(35) of the UCC) in all rights, title and interest of Seller in and to the Collection Account, the Servicer Account and all funds at any time credited to the Collection Account and the Servicer Account and, upon execution and delivery of the 107 BUSINESS.31481134.9 Account Control Agreement, Purchaser shall either be the owner of, or have a legal, valid, enforceable and fully perfected first priority security interest in, the Collection Account and all funds at any time credited thereto.

Security Interest Matters. (i) The provisions of the Transaction Documents are effective to either (x) constitute a sale of Purchased Items to Purchaser (other than for United States federal, state and local income or franchise tax purposespurposes more fully described in Article 23(g)) or (y) create in favor of Purchaser a legal, valid and enforceable first priority “security interest” (as defined in Section 1-201(b)(35) of the UCC) in each applicable jurisdiction in all rights, title and interest of the applicable Seller in, to and under the Collateral. (ii) Upon possession by the Custodian or by a Settlement Agent Bailee pursuant to an Inbound a Bailee Agreement Letter of each Mortgage Promissory Note or Participation Certificate, endorsed in blank by a duly authorized officer of the applicable Seller, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in all right, title and interest of such Seller in such Mortgage Promissory Note or Participation Certificate, as applicable, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iii) Upon the filing of the UCC Seller Financing Statements in the applicable UCC Filing Jurisdiction, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in that portion of the Collateral in which a security interest can be perfected under the UCC by the filing of financing statements, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iv) Upon the filing of the Pledgor Financing Statements in the UCC Filing Jurisdiction, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in that portion of the Equity Pledged Collateral in which a security interest can be perfected under the UCC by the filing of financing statements. (v) The provisions of this Agreement are effective to create in favor of Purchaser a legal, valid and enforceable first priority “security interest” (as defined in Section 1-201(b)(35) of the UCC) in all rights, title and interest of Seller in and to the Collection Accounts, the Servicer Account and all funds at any time credited to the Collection Accounts and the Servicer Account and, upon execution and delivery of the any Account Control Agreement, Purchaser shall either be the owner of, or have a legal, valid, enforceable and fully perfected first priority security interest in, the related Collection Account and all funds at any time credited thereto. In relation to any Collection Account situated in any jurisdiction outside the United States (if any), such Collection Account shall be subject to a first ranking fixed charge. (vi) Upon execution and delivery of any Securities Account Control Agreement, Purchaser shall either be the owner of, or have a legal, valid, enforceable and fully perfected first priority security interest in, the applicable Securities Account and all Repack Securities and funds at any time credited thereto. In relation to any Securities Account situated in any jurisdiction outside the United States (if any), such Securities Account shall be subject to a first ranking fixed charge.

Security Interest Matters. (i) The provisions of the Transaction Documents are effective to either (x) constitute a sale of Purchased Items to Purchaser (other than for United States federal, state and local income or and franchise tax purposesTax purposes more fully described in Article 23(g)) or (y) create in favor of Purchaser a legal, valid and enforceable first priority “security interest” (as defined in Section 1-201(b)(35) of the UCC) in all rights, title and interest of Seller in, to and under the Collateral. (ii) Upon possession by the Custodian or by a Settlement Agent Bailee pursuant to an Inbound the Bailee Agreement Letter of each Mortgage Note or Participation Certificate, endorsed in blank by a duly authorized officer of Seller, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in all right, title and interest of Seller in such Mortgage Note or Participation Certificate, as applicable, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iii) Upon the filing of the UCC Financing Statements in the applicable UCC Filing Jurisdiction, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in that portion of the Collateral or the Equity Pledged Collateral, as applicable, in which a security interest can be perfected under the UCC by the filing of financing statements, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iv) Upon execution and delivery of the Account Control Agreement, Purchaser shall either be the owner of, or have a legal, valid, enforceable and fully perfected first priority security interest inin all 45 right, title and interest of Seller in the Collection Account and all funds at any time credited thereto.. (aa)

Security Interest Matters. (i) The provisions of the Transaction Documents are effective to either (x) constitute a sale of Purchased Items to Purchaser (other than for United States federal, state and local income or and franchise tax purposesTax purposes more fully described in Article 23(g)) or (y) create in favor of Purchaser a legal, valid and enforceable first priority “security interest” (as defined in Section 1-201(b)(35) of the UCC) in all rights, title and interest of Seller in, to and under the Collateral. (ii) Upon possession by the Custodian or by a Settlement Agent Bailee pursuant to an Inbound the Bailee Agreement Letter of each Mortgage Note or Participation Certificate, endorsed in blank by a duly authorized officer of Seller, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in all right, title and interest of Seller in such Mortgage Note or Participation Certificate, as applicable, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iii) Upon the filing of the UCC Financing Statements in the applicable UCC Filing Jurisdiction, Purchaser shall have a legal, valid, enforceable and fully perfected first priority security interest in that portion of the Collateral or the Equity Pledged Collateral, as applicable, in which a security interest can be perfected under the UCC by the filing of financing statements, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. (iv) Upon execution and delivery of the Account Control Agreement, Purchaser shall either be the owner of, or have a legal, valid, enforceable and fully perfected first priority security interest inin all right, title and interest of Seller in the Collection Account and all funds at any time credited thereto.