Common use of Ownership of Receivables; Liens Clause in Contracts

Ownership of Receivables; Liens. Each Originator owns each Receivable ------------------------------- originated by it free and clear of any Adverse Claim (other than Permitted Encumbrances) and, from and after each Transfer Date, Buyer will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in each Transferred Receivable purchased or otherwise acquired on such date, free and clear of any Adverse Claim or restrictions on transferability. As of the Effective Date, none of the properties and assets of any Originator are subject to any Adverse Claims other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Originator that may result in any Adverse Claims (including Adverse Claims arising under Environmental Laws) other than Permitted Encumbrances. Each Originator has received all assignments, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Originator's right, title and interest in and to the Receivables originated by it and its other properties and assets. The Liens granted to Buyer pursuant to Section 7.01 ------------ will at all times be fully perfected first priority Liens in and to the Originator Collateral, subject only to Permitted Encumbrances.

Ownership of Receivables; Liens. Each Originator Selling Subsidiary owns each Receivable ------------------------------- originated by it free and clear of any Adverse Claim (other than Permitted Encumbrances) and, from and after each Transfer Date, Buyer Parent will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in each Transferred Receivable purchased or otherwise acquired on such date, free and clear of any Adverse Claim or restrictions on transferability. As of the Effective Closing Date, none of the properties and assets of any Originator Selling Subsidiary are subject to any Adverse Claims other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Originator Selling Subsidiary that may result in any Adverse Claims (including Adverse Claims arising under Environmental Laws) other than Permitted Encumbrances. Each Originator Selling Subsidiary has received all assignments, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such OriginatorSelling Subsidiary's right, title and interest in and to the Receivables originated by it and its other properties and assets. The Liens granted to Buyer Parent pursuant to Section 7.01 ------------ will at all times be fully perfected first priority Liens in and to the Originator Subsidiary Collateral, subject only to Permitted Encumbrances.

Ownership of Receivables; Liens. Each The CGS Originator owns each ------------------------------- Receivable ------------------------------- originated by it free and clear of any Adverse Claim (other than Permitted Encumbrances) and, from and after each Transfer Date, Buyer GFC will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in each Transferred Receivable purchased or otherwise acquired on such date, free and clear of any Adverse Claim or restrictions on transferability. As of the Effective Closing Date, none of the properties and assets of any the CGS Originator are subject to any Adverse Claims Liens other than Permitted EncumbrancesEncumbrances and Credit Facility Liens, and there are no facts, circumstances or conditions known to any the CGS Originator that may result in any Adverse Claims Liens (including Adverse Claims Liens arising under Environmental Laws) other than Permitted EncumbrancesEncumbrances and Credit Facility Liens. Each The CGS Originator has received all assignments, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such the CGS Originator's right, title and interest in and to the Receivables originated by it and its other properties and assets. The Liens granted to Buyer GFC pursuant to Section 7.01 will ------------ will at all times be fully perfected first priority Liens in and to the Originator Transfer Agreement Collateral, subject only to Permitted EncumbrancesEncumbrances and Credit Facility Liens.

Ownership of Receivables; Liens. Each Originator The Parent owns each Receivable ------------------------------- originated by it free and clear of any Adverse Claim (other than Permitted Encumbrances) and, from and after each Transfer Date, Buyer will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in each Transferred Receivable purchased or otherwise acquired on such date, free and clear of any Adverse Claim or restrictions on transferability. As of the Effective Closing Date, none of the properties and assets of the Parent or any other Originator are subject to any Adverse Claims other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any Originator the Parent that may result in any Adverse Claims (including Adverse Claims arising under Environmental Laws) other than Permitted Encumbrances. Each Originator The Parent has received all assignments, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Originatorthe Parent's right, title and interest in and to the Receivables originated by it or acquired under the Receivables Sale Agreement and its other properties and assets. The Liens granted to Buyer pursuant to Section 7.01 ------------ will 7.01will at all times be fully perfected first priority Liens in and to the Originator Parent Collateral, subject only to Permitted Encumbrances.

Ownership of Receivables; Liens. Each The Originator owns each Receivable ------------------------------- originated by it free and clear of any Adverse Claim (other than Permitted Encumbrances) and, from and after each Transfer Date, Buyer SFC will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in each Transferred Receivable purchased or otherwise acquired on such date, free and clear of any Adverse Claim or restrictions on transferability. As of the Effective Closing Date, none of the properties and assets of any the Originator are subject to any Adverse Claims other than Permitted Encumbrances, and there are no facts, circumstances or conditions known to any the Originator that may result in any Adverse Claims (including Adverse Claims arising under Environmental Laws) other than Permitted Encumbrances. Each The Originator has received all assignments, bills of sale and other documents, and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such the Originator's ’s right, title and interest in and to the Receivables originated by it and its other properties and assets. The Liens granted to Buyer SFC pursuant to Section 7.01 ------------ 6.01 will at all times be fully perfected first priority Liens in and to the Originator Collateral, subject only to Permitted Encumbrances.