Common use of Good Title; Perfection Clause in Contracts

Good Title; Perfection. Immediately preceding its contribution and assignment of each Receivable hereunder, such Originator was the owner of such Receivable contributed and assigned or purported to be contributed or assigned, free and clear of any Adverse Claims, and each such contribution and assignment hereunder constitutes a valid contribution, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables contributed by it, free and clear of any Adverse Claims. On or before the date hereof and before the generation by such Originator of any new Receivable to be 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 Company’s ownership interest in Receivables to be 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. Upon the creation of each new Receivable contributed, assigned or otherwise conveyed or purported to be conveyed hereunder and on Commencement Date, for then existing Receivables, the Company shall have a valid and perfected first priority ownership or security interest in each Receivable contributed and assigned to it hereunder, free and clear of any Adverse Claim.

Good Title; Perfection. Immediately preceding its sale or contribution and assignment of each Receivable hereunder, such Originator was the owner of such Receivable sold or contributed and assigned or purported to be contributed sold or assignedcontributed, as the case may be, free and clear of any Adverse Claims, and each such sale or contribution and assignment hereunder constitutes a valid contributionsale, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables sold or contributed by it, free and clear of any Adverse Claims. On or before the date hereof and before the generation by such Originator of any new Receivable to be contributedsold, assigned 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 CompanyBuyer’s ownership interest in Receivables to be contributed, assigned 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. Upon the creation of each new Receivable contributedsold, assigned contributed or otherwise conveyed or purported to be conveyed hereunder and on Commencement Date, the Closing Date for then existing Receivables, the Company Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable contributed and assigned sold to it hereunder, free and clear of any Adverse Claim.

Good Title; Perfection. (a) Immediately preceding its sale or contribution and assignment of each Receivable hereunder, such Originator was the owner of such Receivable sold or contributed and assigned or purported to be contributed sold or assignedcontributed, as the case may be, free and clear of any Adverse Claims, and each such sale or contribution and assignment hereunder constitutes a valid contributionsale, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables sold or contributed by it, free and clear of any Adverse Claims. On or before the date hereof and before the generation by such Originator of any new Receivable to be contributedsold, assigned 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 CompanyBuyer’s ownership interest in Receivables to be contributed, assigned 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. Upon the creation of each new Receivable contributedsold, assigned contributed or otherwise conveyed or purported to be conveyed hereunder and on Commencement Date, the Closing Date for then existing Receivables, the Company Buyer shall have a valid and perfected first priority ownership or security interest in each Receivable contributed and assigned sold or conveyed to it hereunder, free and clear of any Adverse Claim.