Common use of Perfection; Good Title Clause in Contracts

Perfection; Good Title. Immediately preceding its sale of each Receivable hereunder, such Originator was the owner of such Receivable sold or purported to be sold free and clear of any Adverse Claims, and each such sale hereunder constitutes a valid sale, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables sold 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 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 such Receivable 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. This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Originator’s right, title and interest in, to and under the Receivables and Related Rights. Upon the creation or acquisition of each new Receivable and the transfer to the Buyer of each new Receivable sold or otherwise conveyed or purported to be sold or 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. The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale of the Receivables and Related Rights from each Originator to the Buyer pursuant to this Agreement. Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Loan Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent for the benefit of the Secured Parties under the ABL Credit Agreement, or (ii) in favor of Buyer or (iii) that has been terminated or will be amended on or prior to the Closing Date to exclude the Receivables and the Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.

Perfection; Good Title. Immediately preceding its sale of each Subject Receivable hereunder, such Originator was the owner of such Subject Receivable sold or purported to be sold free and clear of any Adverse Claims, and each such sale hereunder constitutes a valid sale, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Subject Receivables and Related Rights sold or transferred or purported to be sold or transferred 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 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 such Receivable Claims enforceable against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for Originator. At the time such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Originator’s right, title and interest in, to and under the Receivables and Related Rights. Upon the creation or acquisition of each new Subject Receivable and the transfer to the Buyer of each new Receivable is sold or otherwise conveyed or purported to be sold or conveyed hereunderhereunder by such Originator, 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. The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. All all appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale of the Receivables and Related Rights from each such Originator to the Buyer pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in New York UCC Section 1-201(b)(35)) in the Originator’s right, title and interest in, to and under the Subject Receivables and Related Rights. Upon the creation or acquisition of each new Subject Receivable and the transfer to the Buyer of each new Subject Receivable sold or otherwise conveyed or purported to be sold or conveyed hereunder, and on the Purchase Agreement Effective Date for then existing Subject Receivables, the Buyer shall have a valid and perfected first priority ownership or security interest in each Subject Receivable sold to it hereunder, free and clear of any Adverse Claim. The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Subject Receivables or Related Rights except as permitted by this Agreement and the other Loan Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Subject Receivables and Related Rights other than any financing statement (i) in favor of Buyer (where the Borrower (as Buyer’s assignee) and the Administrative Agent for the benefit of the Secured Parties under the ABL Credit AgreementAgreement (as Borrower’s assignee) may be listed, respectively, as assignee/additional secured party or total assignee/additional secured party as the case may be) or (ii) in favor of Buyer or (iii) that has been terminated or will be amended on or prior to the Closing Purchase Agreement Effective Date to exclude the Subject Receivables and the Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Originator.. US-DOCS\148030570.24

Perfection; Good Title. Immediately preceding its sale of each Receivable purchase hereunder, such Originator was the owner Originators are the owners of such Receivable sold or purported to be sold all of the Receivables and all other Transferred Assets, free and clear of all Adverse Claims (other than any Adverse ClaimsClaim arising hereunder, under the Seller Purchase and each such sale hereunder constitutes a valid saleContribution Agreement, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables sold by itPurchase Agreement or under any other Transaction Document); provided, that the interest of the Originators in Leased Equipment Receivables may be subject to the lien of the lessor thereof and provided, further, that the interest of the Originators in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof. Upon each sale hereunder, United Receivables I shall acquire a valid and enforceable perfected first priority ownership interest in each Receivable and all other Transferred Assets that exist on the date of such sale, free and clear of any Adverse Claims. On or before Claim; provided, that the date hereof and before the generation by such Originator right of any new assignee of a Receivable the Obligor of which is a Government Obligor to enforce such Receivable directly against such Obligor may be sold restricted by the Federal Assignment of Claims Act or otherwise conveyed hereunderany similar applicable Law to the extent the applicable Originator, all United Receivables I, the Seller and/or any assignee thereof shall not have complied with the applicable provisions of any such Law in connection with the assignment or subsequent reassignment of any such Receivable; and provided, further, that the perfected ownership interest of United Receivables I in Leased Equipment Receivables may be subject to the lien of the lessor thereof and provided, still further, that the perfected ownership interest of United Receivables I in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof. 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 interest of United Receivables I in such Receivable the Transferred Assets against all creditors of and purchasers from such Originator will the Originators have been duly filed in each filing office necessary for such purpose, purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Originator’s right, title and interest in, to and under the Receivables and Related Rights. Upon the creation or acquisition of each new Receivable and the transfer to the Buyer of each new Receivable sold or otherwise conveyed or purported to be sold or 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. The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. All appropriate financing statements, No effective financing statement amendments and continuation statements have been or other instrument similar in effect covering any Contract or any Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order favor of United Receivables I relating to perfect (and continue the perfection of) the sale of the Receivables and Related Rights from each Originator to the Buyer pursuant to this Agreement. Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and those filed pursuant to the other Loan Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights , other than any financing statement (i) those filed in favor of the Administrative Agent for lessor of equipment giving rise to Leased Equipment Receivables or relating to the benefit proceeds of the Secured Parties under the ABL Credit Agreement, or (ii) in favor sale of Buyer or (iii) equipment that has been terminated or will be amended on or prior leased to the Closing Date to exclude the Receivables and the Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such an Originator.

Perfection; Good Title. Immediately preceding its sale of each Receivable purchase hereunder, such Originator was United Receivables I is the owner of such Receivable sold or purported to be sold all of the Receivables and all other Transferred Assets, free and clear of all Adverse Claims (other than any Adverse ClaimsClaim arising hereunder, under the Originator Purchase and each such sale hereunder constitutes a valid saleContribution Agreement, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Receivables sold by itPurchase Agreement or under any other Transaction Document); provided, that the interest of United Receivables I in Leased Equipment Receivables may be subject to the lien of the lessor thereof and provided, further, that the interest of United Receivables I in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof. Upon each sale hereunder, the Purchaser shall acquire a valid and enforceable perfected first priority ownership interest in each Receivable and all other Transferred Assets that exist on the date of such sale, free and clear of any Adverse Claims. On or before Claim; provided, that the date hereof and before the generation by such Originator right of any new assignee of a Receivable the Obligor of which is a Government Obligor to enforce such Receivable directly against such Obligor may be sold restricted by the Federal Assignment of Claims Act or otherwise conveyed hereunderany similar applicable Law to the extent the applicable Originator, all United Receivables I, the Purchaser and/or any assignee thereof shall not have complied with the applicable provisions of any such Law in connection with the assignment or subsequent reassignment of any such Receivable; and provided, further, that the perfected ownership interest of the Purchaser in Leased Equipment Receivables may be subject to the lien of the lessor thereof and provided, still further, that the perfected ownership interest of the Purchaser in Receivables that represent proceeds of the sale of equipment that has been leased to an Originator may be subject to the lien of the lessor thereof. 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 interest of the Purchaser in such Receivable the Transferred Assets against all creditors of and purchasers from such Originator will United Receivables I have been duly filed in each filing office necessary for such purpose, purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full. This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Originator’s right, title and interest in, to and under the Receivables and Related Rights. Upon the creation or acquisition of each new Receivable and the transfer to the Buyer of each new Receivable sold or otherwise conveyed or purported to be sold or 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. The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. All appropriate financing statements, No effective financing statement amendments and continuation statements have been or other instrument similar in effect covering any Contract or any Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale of the Receivables and Related Rights from each Originator to the Buyer pursuant to this Agreement. Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Loan Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent for Purchaser relating to this Agreement and those filed pursuant to the benefit of the Secured Parties under the ABL Credit Agreementother Transaction Documents, or (ii) other than those filed in favor of Buyer the lessor of equipment giving rise to Leased Equipment Receivables or (iii) relating to the proceeds of the sale of equipment that has been terminated or will be amended on or prior leased to the Closing Date to exclude the Receivables and the Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such an Originator.

Perfection; Good Title. Immediately preceding its sale of each Subject Receivable hereunder, such Originator the Seller was the owner of such Subject Receivable sold or purported to be sold free and clear of any Adverse Claims, and each such sale hereunder constitutes a valid sale, transfer and assignment of all of such Originatorthe Seller’s right, title and interest in, to and under the Subject Receivables and Related Rights sold or transferred or purported to be sold or transferred 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 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 such Receivable Claims enforceable against all creditors of and purchasers from the Seller. At the time 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. This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Originator’s right, title and interest in, to and under the Receivables and Related Rights. Upon the creation or acquisition of each new Subject Receivable and the transfer to the Buyer of each new Receivable is sold or otherwise conveyed or purported to be sold or conveyed hereunderhereunder by Xxxxxx, 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. The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. All all appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale of the Receivables and Related Rights from each Originator the Seller to the Buyer pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in New York UCC Section 1-201(b)(35)) in the Seller’s right, title US-DOCS\149440763.13 and interest in, to and under the Subject Receivables and Related Rights. Upon sale or transfer to the Buyer of each new Subject Receivable sold or otherwise conveyed or purported to be sold or conveyed hereunder, and on the Purchase Agreement Effective Date for then existing Subject Receivables, the Buyer shall have a valid and perfected first priority ownership or security interest in each Subject Receivable sold to it hereunder, free and clear of any Adverse Claim. The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Subject Receivables or Related Rights except as permitted by this Agreement and the other Loan Documents. Such Originator The Seller has not authorized the filing of and is not aware of any financing statements filed against such Originator the Seller that include a description of collateral covering the Subject Receivables and Related Rights other than any financing statement (i) in favor of Xxxxx (where the Administrative Agent for the benefit of the Secured Parties under the ABL Credit Agreement, Agreement as assignees of Buyer’s rights hereunder may be listed as assignee/additional secured party or total assignee/additional secured party as the case may be) or (ii) in favor of Buyer or (iii) that has been terminated or will be amended on or prior to the Closing Purchase Agreement Effective Date to exclude the Subject Receivables and the Related Rights. Such Originator The Seller is not aware of any judgment lien, ERISA lien or tax lien filings against such Originatorthe Seller.