Common use of Good Title; Perfection Clause in Contracts

Good Title; Perfection. (i) Immediately preceding each sale or contribution hereunder, the Originator was the owner of all of the Sold Receivables and 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 contribution, 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).

Good Title; Perfection. (i) Immediately preceding each sale or contribution hereunder, the U.S. Originator was the owner of all of the related Sold Receivables and 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 contribution, 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).