Common use of Good Title; Perfection Clause in Contracts

Good Title; Perfection. (a) Immediately preceding its sale or contribution of each Receivable hereunder, such Originator was the owner of such Receivable and Related Rights sold or contributed or purported to be sold or contributed, as the case may be, free and clear of any Adverse Claims (other than Permitted Adverse Claims), and each such sale or contribution hereunder constitutes a valid sale or contribution, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear of any Adverse Claims (other than Permitted Adverse Claims). (b) On or before the date hereof and before the generation by such Originator of any new Receivable to be sold, contributed or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Buyer’s ownership interest in Receivables and Related Rights to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. (c) Upon the creation of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Receivables, the Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable sold to it hereunder, free and clear of any Adverse Claim (other than Permitted Adverse Claims).

Good Title; Perfection. (a) Immediately preceding its sale or contribution of each Receivable hereunder, such Originator was the owner of such Receivable and Related Rights sold or contributed or purported to be sold or contributed, as the case may be, free and clear of any Adverse Claims (other than Permitted Adverse Claims), and each such sale or contribution hereunder constitutes a valid sale or contribution, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear of any Adverse Claims (other than Permitted Adverse Claims). (b) On or before the date hereof and before the generation by such Originator sale, contribution or other conveyance of any new Receivable to be sold, contributed or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Buyer’s ownership or security interest in Receivables and Related Rights to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and transfer and other similar taxes, if any, payable in connection with such filings shall have been paid in full. (c) Upon the creation sale, contribution or other conveyance of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Receivables, the Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable sold to it hereunder, free and clear of any Adverse Claim (other than Permitted Adverse Claims)Claim.

Good Title; Perfection. (ai) Immediately preceding its each sale or contribution of each Receivable hereunder, such the Originator was the owner of such Receivable all of the Sold Receivables and Related Rights sold all other Sold Assets, free and clear of all Adverse Claims (other than any Permitted Adverse Claim). This Agreement constitutes a valid sale, transfer and assignment of the Sold Assets to the SPV from the Originator and, upon each purchase or contributed or purported to be sold or contributedcontribution, as the case may be, hereunder the SPV shall acquire a valid, enforceable and perfected ownership interest in each Sold Receivable and all of the other Sold Assets which is selected for such sale or contribution pursuant to Section 2.1 free and clear of any Adverse Claim (other than any Permitted Adverse Claim). (ii) Notwithstanding the immediately preceding sentence, if the conveyance by the Originator to the SPV of the Sold Assets hereunder were construed not to be a sale or contribution, this Agreement creates a valid security interest in favor of the SPV (and its assignee) in the Sold Assets consisting of all the Sold Receivables, the Related Security, the related Equipment and the proceeds relating thereto, free and clear of all Adverse Claims (other than Permitted Adverse Claims)) (provided, and each such sale however, that no representation is made herein with respect to creation or contribution hereunder constitutes a valid sale or contribution, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear perfection of any Adverse Claims (security interest in goods or other assets pledged by an Obligor other than Permitted Adverse Claimsthe Equipment). (b) On or before the date hereof and before the generation by such Originator of any new Receivable to be sold, contributed or otherwise conveyed hereunder, ; all financing statements and other documents, if any, documents required to be recorded or filed in order to perfect the security interest of the SPV in the Sold Assets have been filed, and protect the Buyer’s ownership SPV (and its assignee) has, subject to Permitted Adverse Claims, a perfected first priority security interest in Receivables and Related Rights to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. (c) Upon the creation of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Sold Receivables, the Buyer shall have a valid Related Security, the Equipment and perfected first priority ownership or security interest in each Receivable sold to it hereunderthe proceeds relating thereto, free and clear of any all Adverse Claim Claims (other than the Permitted Adverse Claims).

Good Title; Perfection. (a) Immediately preceding its sale or contribution of each Receivable hereunder, such Originator was the owner of such Receivable and Related Rights sold or contributed or purported to be sold or contributed, as the case may be, free and clear of any Adverse Claims (other than Permitted Adverse Claims), and each such sale or contribution hereunder constitutes a valid sale or contribution, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear of any Adverse Claims (other than Permitted Adverse Claims). (b) On or before the date hereof and before the generation by such Originator of any new Receivable to be sold, contributed or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Buyer’s ownership interest in Receivables and Related Rights to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. (c) Upon the creation of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Receivables, the Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable sold to it hereunder, free and clear of any Adverse Claim (other than Permitted Adverse Claims).

Good Title; Perfection. (a) Immediately preceding its sale or contribution and assignment of each Receivable hereunder, such Originator was the owner of such Receivable contributed and Related Rights sold or contributed assigned or purported to be sold contributed or contributed, as the case may beassigned, free and clear of any Adverse Claims (other than Permitted Adverse Claims), and each such sale or contribution and assignment hereunder constitutes a valid sale or contribution, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear of any Adverse Claims (other than Permitted Adverse Claims). (b) . On or before the date hereof and before the generation by such Originator of any new Receivable to be soldcontributed, contributed assigned or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the BuyerCompany’s ownership interest in Receivables and Related Rights to be sold contributed, assigned or otherwise conveyed hereunder against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. (c) . Upon the creation of each new Receivable soldcontributed, contributed assigned or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date Commencement Date, for then existing Receivables, the Buyer Company shall have a valid and perfected first priority ownership or security interest in each Receivable sold contributed and assigned to it hereunder, free and clear of any Adverse Claim (other than Permitted Adverse Claims)Claim.

Good Title; Perfection. (ai) Immediately preceding its the sale or contribution of each Receivable hereunder, such the Originator held good, indefeasible and marketable title to, was the sole owner of such Receivable all of the Sold Assets, free and Related Rights sold clear of all Liens (other than any Permitted Liens). This Agreement constitutes a valid sale, transfer and assignment of the Sold Assets to the Depositor from the Originator and, upon the purchase or contributed or purported to be sold or contributedcontribution, as the case may be, hereunder the Depositor shall acquire a valid, enforceable and perfected ownership interest in the Sold Assets free and clear of any Adverse Claims Lien (other than any Permitted Adverse ClaimsLiens and Equipment with an aggregate invoiced cost of $25,000 or less). (ii) Notwithstanding the immediately preceding sentence, and each such sale or contribution if the conveyance by the Originator to the Depositor of the Sold Assets hereunder constitutes were construed not to be a valid sale or contribution, transfer this Agreement creates a valid security interest in favor of the Depositor (and assignment its assignee) in the Sold Assets consisting of all of such Originator’s rightthe Pool Receivables sold hereunder, title the Related Security, the related Equipment and interest in, to and under the Receivables and Related Rights sold or contributed by itproceeds relating thereto, free and clear of any Adverse Claims all Liens (other than Permitted Adverse Claims). Liens) (b) On provided, however, that no representation is made herein with respect to creation or before the date hereof and before the generation by such Originator perfection of any new Receivable to be sold, contributed security interest in goods or otherwise conveyed hereunder, other assets pledged by an Obligor other than Equipment with an aggregate invoiced cost of more than $25,000); all financing statements and other documents, if any, documents required to be recorded or filed in order to perfect and protect the Buyer’s ownership security interest of the Depositor in Receivables and Related Rights to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such Originator will the Sold Assets have been duly filed in each filing office necessary for such purposefiled, and all filing fees the Depositor (and taxesits assignee) has, if anysubject to Permitted Liens, payable in connection with such filings shall have been paid in full. (c) Upon the creation of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Receivables, the Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable all the Sold Assets sold to it hereunder, and the proceeds relating thereto, free and clear of any Adverse Claim all Liens (other than the Permitted Adverse ClaimsLiens).

Good Title; Perfection. (ai) Immediately preceding its the sale or contribution of each Receivable hereunder, such Originator the Depositor was the owner of such Receivable all of the Sold Assets, free and Related Rights sold clear of all Liens (other than any Permitted Liens). This Agreement constitutes a valid sale, transfer and assignment of the Sold Assets to the Issuer from the Depositor and, upon the purchase or contributed or purported to be sold or contributedcontribution, as the case may be, hereunder the Issuer shall acquire a valid, enforceable and perfected ownership interest in the Sold Assets free and clear of any Adverse Claims Lien (other than any Permitted Adverse ClaimsLiens and Equipment with an aggregate invoiced cost of $25,000 or less). (ii) Notwithstanding the immediately preceding sentence, and each such sale or contribution if the conveyance by the Depositor to the Issuer of the Sold Assets hereunder constitutes were construed not to be a valid sale or contribution, transfer this Agreement creates a valid security interest in favor of the Issuer (and assignment its assignee) in the Sold Assets consisting of all of such Originator’s rightthe Pool Receivables sold hereunder, title the Related Security, the related Equipment and interest in, to and under the Receivables and Related Rights sold or contributed by itproceeds relating thereto, free and clear of any Adverse Claims all Liens (other than Permitted Adverse Claims). Liens) (b) On provided, however, that no representation is made herein with respect to creation or before the date hereof and before the generation by such Originator perfection of any new Receivable to be sold, contributed security interest in goods or otherwise conveyed hereunder, other assets pledged by an Obligor other than Equipment with an aggregate invoiced cost of more than $25,000); all financing statements and other documents, if any, documents required to be recorded or filed in order to perfect and protect the Buyer’s ownership security interest of the Issuer in Receivables and Related Rights to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such Originator will the Sold Assets have been duly filed in each filing office necessary for such purposefiled, and all filing fees the Issuer (and taxesits assignee) has, if anysubject to Permitted Liens, payable in connection with such filings shall have been paid in full. (c) Upon the creation of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Receivables, the Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable all the Sold Assets sold to it hereunder, and the proceeds relating thereto, free and clear of any Adverse Claim all Liens (other than the Permitted Adverse ClaimsLiens).

Good Title; Perfection. (a) Immediately preceding its sale or contribution of each Receivable hereunder, such the Sub-Originator was the owner of such Receivable and Related Rights sold or contributed or purported to be sold or contributed, as the case may besold, free and clear of any Adverse Claims (other than Permitted Adverse Claims), and each such sale or contribution hereunder constitutes a valid sale or contributionsale, transfer and assignment of all of such the Sub-Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear of any Adverse Claims (other than Permitted Adverse Claims). (b) On or before the date hereof and before the generation or acquisition by such the Sub-Originator of any new Receivable to be sold, contributed sold or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Buyer’s ownership interest in Receivables and Related Rights to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such the Sub-Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. (c) Upon the creation or acquisition of each new Receivable sold, contributed sold or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Receivables, the Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable sold to it hereunder, free and clear of any Adverse Claim (other than Permitted Adverse Claims)Claim.

Good Title; Perfection. (a) Immediately preceding its sale or contribution of each Receivable hereunder, such Originator was the owner of such Receivable and Related Rights sold or contributed or purported to be sold or contributed, as the case may be, free and clear of any Adverse Claims (other than Permitted Adverse Claims), and each such sale or contribution hereunder constitutes a valid sale or contributionsale, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear of any Adverse Claims (other than Permitted Adverse Claims). (b) . On or before the date hereof and before the generation by such Originator of any new Receivable to be sold, contributed or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Buyer’s ownership interest in Receivables and Related Rights to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. (c) . Upon the creation of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Receivables, the Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable sold to it hereunder, free and clear of any Adverse Claim (other than Permitted Adverse Claims)Claim.

Good Title; Perfection. (a) Immediately preceding its sale or contribution of each Receivable hereunder, such the applicable Originator was the owner of such Receivable and Related Rights sold or purported to be sold or contributed or purported to be sold or contributed, as the case may be, free and clear of any Adverse Claims (other than Permitted Adverse Claims), and each such sale or contribution hereunder constitutes a valid sale or contribution, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear of any Adverse Claims (other than Permitted Adverse Claims). (b) On or before the date hereof Closing Date and before the generation by such Originator of any new Receivable to be sold, contributed or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the BuyerCompany’s ownership interest in Receivables and Related Rights to be sold sold, contributed or otherwise conveyed hereunder against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. (c) Upon the creation (or the transfer to the Contributing Originator with respect to contributed Receivables) of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Initial Funding Date for then existing Receivables, the Buyer Company shall have a valid and perfected first priority ownership or security interest in each Receivable sold or contributed to it hereunder, free and clear of any Adverse Claim (other than Permitted Adverse Claims)Claim.

Good Title; Perfection. (a) Immediately preceding its sale or contribution of each Receivable hereunder, such Originator the Seller was the owner of such Receivable and Related Rights sold or purported to be sold or contributed or purported to be sold or contributed, as the case may be, free and clear of any Adverse Claims (other than Permitted Adverse Claims), and each such sale or contribution hereunder constitutes a valid sale or contribution, transfer and assignment of all of such Originatorthe Seller’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear of any Adverse Claims (other than Permitted Adverse Claims). (b) On or before the date hereof Closing Date and before the generation sale or contribution by such Originator the Seller of any new Receivable to be sold, contributed or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Buyer’s ownership interest in Receivables and Related Rights to be sold sold, contributed or otherwise conveyed hereunder against all creditors of and purchasers from such Originator the Seller will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. (c) Upon the creation sale or contribution of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Initial Funding Date for then existing ReceivablesReceivables purchased by the Seller from the Originators and sold or contributed hereunder, the Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable sold or contributed to it hereunder, free and clear of any Adverse Claim (other than Permitted Adverse Claims)Claim.

Good Title; Perfection. (ai) Immediately preceding its each sale or contribution of each Receivable hereunder, such the U.S. Originator was the owner of such Receivable all of the related Sold Receivables and Related Rights sold all other related Sold Assets, free and clear of all Adverse Claims (other than any Permitted Adverse Claim). This Agreement constitutes a valid sale, transfer and assignment of the Sold Assets to the U.S. SPV from the U.S. Originator and, upon each purchase or contributed or purported to be sold or contributedcontribution, as the case may be, hereunder the U.S. SPV shall acquire a valid, enforceable and perfected ownership interest in each Sold Receivable and all of the other Sold Assets which is selected for such sale or contribution pursuant to Section 2.1 free and clear of any Adverse Claim (other than any Permitted Adverse Claim). (ii) Notwithstanding the immediately preceding sentence, if the conveyance by the U.S. Originator to the U.S. SPV of the Sold Assets hereunder were construed not to be a sale or contribution, this Agreement creates a valid security interest in favor of the U.S. SPV (and its assignee) in the Sold Assets consisting of all the Sold Receivables, the Related Security, the related Equipment and the proceeds relating thereto, free and clear of all Adverse Claims (other than Permitted Adverse Claims)) (provided, and each such sale however, that no representation is made herein with respect to creation or contribution hereunder constitutes a valid sale or contribution, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear perfection of any Adverse Claims (security interest in goods or other assets pledged by an Obligor other than Permitted Adverse Claimsthe Equipment). (b) On or before the date hereof and before the generation by such Originator of any new Receivable to be sold, contributed or otherwise conveyed hereunder, ; all financing statements and other documents, if any, documents required to be recorded or filed in order to perfect the security interest of the U.S. SPV in the Sold Assets have been filed, and protect the Buyer’s ownership U.S. SPV (and its assignee) has, subject to Permitted Adverse Claims, a perfected first priority security interest in Receivables and Related Rights to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. (c) Upon the creation of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Sold Receivables, the Buyer shall have a valid Related Security, the Equipment (other than Excluded Equipment) and perfected first priority ownership or security interest in each Receivable sold to it hereunderthe proceeds relating thereto, free and clear of any all Adverse Claim Claims (other than the Permitted Adverse Claims).

Good Title; Perfection. (a) Immediately preceding its sale or contribution of each Receivable hereunder, such the applicable Originator was the owner of such Receivable and Related Rights sold or contributed or purported to be sold or contributed, as the case may besold, free and clear of any Adverse Claims (other than Permitted Adverse Claims), and each such sale or contribution hereunder constitutes a valid sale or contributionsale, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear of any Adverse Claims (other than Permitted Adverse Claims). (b) On or before the date hereof Closing Date and before the generation by such Originator of any new Receivable to be sold, contributed sold or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Buyer’s ownership interest in Receivables and Related Rights to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. (c) Upon the creation of each new Receivable sold, contributed sold or otherwise conveyed or purported to be conveyed hereunder and on the Closing Initial Funding Date for then existing Receivables, the Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable sold to it hereunder, free and clear of any Adverse Claim (other than Permitted Adverse Claims)Claim.

Good Title; Perfection. (ai) Immediately preceding its sale or contribution of each Receivable hereunderpursuant to the Purchase and Sale Agreement, such Originator was the owner of such Receivable and Related Rights sold or contributed or purported to be sold or contributed, as the case may be, free and clear of any Adverse Claims (other than Permitted Adverse Claims), and each such sale or contribution hereunder pursuant to the Purchase and Sale Agreement constitutes a valid sale or contribution, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear of any Adverse Claims (other than Permitted Adverse Claims).; and (bii) On or before the date hereof and before the generation by such Originator of any new Receivable to be sold, contributed or otherwise conveyed hereunderpursuant to the Purchase and Sale Agreement, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the BuyerSeller’s ownership security interest in Receivables and Related Rights to be sold or otherwise conveyed hereunder pursuant to the Purchase and Sale Agreement against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. (ciii) Upon the creation of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder pursuant to the Purchase and Sale Agreement and on the Closing Date for then existing Receivables, the Buyer Seller shall have a valid and perfected first priority ownership or security interest in each Receivable sold to it hereunderpursuant to the Purchase and Sale Agreement, free and clear of any Adverse Claim (other than Permitted Adverse Claims)Claim.

Good Title; Perfection. (a) Immediately preceding its sale or contribution of each Receivable hereunder, such the Originator was the owner of such Receivable and Related Rights sold or contributed or purported to be sold or contributed, as the case may be, free and clear of any Adverse Claims (other than Permitted Adverse Claims), and each such sale or contribution hereunder constitutes a valid sale or contribution, transfer and assignment of all of such the Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear of any Adverse Claims (other than Permitted Adverse Claims). (b) On or before the date hereof and before the generation by such Originator sale, contribution or other conveyance of any new Receivable to be sold, contributed or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Buyer’s ownership or security interest in Receivables and Related Rights to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such the Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and transfer and other similar taxes, if any, payable in connection with such filings shall have been paid in full. (c) Upon the creation sale, contribution or other conveyance of each new Receivable sold, contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date and from time to time for then existing Receivables, the Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable sold to it hereunder, free and clear of any Adverse Claim (other than Permitted Adverse Claims).

Good Title; Perfection. (a) Immediately preceding its sale or contribution of each Receivable hereunder, such Sub-Originator was the owner of such Receivable and Related Rights sold or contributed or purported to be sold or contributedsold, as the case may be, free and clear of any Adverse Claims (other than Permitted Adverse Claims), and each such sale or contribution hereunder constitutes a valid sale or contributionsale, transfer and assignment of all of such Sub-Originator’s right, title and interest in, to and under the Receivables and Related Rights sold or contributed by it, free and clear of any Adverse Claims (other than Permitted Adverse Claims). (b) On or before the date hereof and before the generation or acquisition by such Sub-Originator of any new Receivable to be sold, contributed sold or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Buyer’s ownership interest in Receivables and Related Rights to be sold or otherwise conveyed hereunder against all creditors of and purchasers from such Sub-Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. (c) Upon the creation or acquisition of each new Receivable sold, contributed sold or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Receivables, the Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable sold to it hereunder, free and clear of any Adverse Claim (other than Permitted Adverse Claims)Claim.