This Agreement and the other Transaction Documents to which the Originator is a party vest absolutely and unconditionally in the Buyer all legal and equitable right, title and interest of the Originator in and to such Receivable and other Purchased Assets with respect thereto, with the right to sell and encumber the same, and constitutes a valid sale thereof from the Originator to the Buyer. The Originator has sold such Receivable and the other Purchased Assets with respect thereto to the Buyer in exchange for payment (made to the Originator in accordance with the provisions of this Agreement) in an amount which constitutes fair consideration and “reasonably equivalent value” (as such term is used in Section 548 of the Bankruptcy Code). No such sale has been made for or on account of an “antecedent debt” (as such term is used in Section 547 of the Bankruptcy Code) owed by the Originator to the Buyer, and no such sale is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.