Common use of Perfection Representations Clause in Contracts

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower (in the case of the Related Security, in only that portion of the Related Security in which a security interest may be perfected by the filing of a financing statement under the UCC) and (B) will be free of all Adverse Claims in such Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s rightCollateral in favor of the Administrative Agent, title and which security interest in, is prior to and all other Adverse Claims arising under the Collateral which (A) security interest has been perfected UCC, and is enforceable as such against creditors of the Borrower, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and purchasers from the Borrower similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (B) will be free regardless of all Adverse Claims whether enforcement is sought in such Collateral.a proceeding at law or in equity);

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCCUCC or PPSA) in the Borrowersuch Person’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected Sold Assets and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Pledged Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which which, (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the BorrowerOriginator’s right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Originator and (B) will be free of all Adverse Claims in such CollateralClaims.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Person and (B) will be free of all Adverse Claims (other than a Permitted Adverse Claim) in such Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Person and (B) will be free of all Adverse Claims in such Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrowersuch Person’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Person and (B) will be free of all Adverse Claims in such Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Collateral.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Borrowereach Originator’s right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Originator and (B) will be is free of all Adverse Claims in such CollateralClaims.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected (in the case of the Related Security, in only that portion of the Related Security in which a security interest may be perfected by the filing of a financing statement under the UCC) and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which which, (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such CollateralCollateral other than Permitted Liens.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) upon the filing of the UCC financing statements referred to in Section 7.01(o)(iv) and the execution of the Account Control Agreement referred to in Section 7.01(p)(iii), will constitute a perfected security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral, except for Permitted Liens.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Borrowersuch Originator’s right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from the Borrower such Originator and (B) will be is free of all Adverse Claims in such CollateralClaims.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims (other than a Permitted Lien) in such Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected upon the filing of the UCC financing statements referred to in Section 7.01(o)(iv) and is enforceable against creditors the execution of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.Account Control Agreement referred to in

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) is and will be free of all Adverse Claims in such Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BorrowerSeller’s right, title and interest in, to and under the Collateral Support Assets which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Person and (B) will be is free of all Adverse Claims in such CollateralSupport Assets.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BorrowerIssuer’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower Issuer and (B) will be free of all Adverse Claims in such Collateral.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the BorrowerSub-Originator’s right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower Sub-Originator and (B) will be free of all Adverse Claims in such CollateralClaims.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCCUCC or PPSA) in the Borrowersuch Person’s right, title and interest in, to and under the Collateral Supporting Assets which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Person and (B) will be free of all Adverse Claims other than Permitted Adverse Claims in such Collateralany Supporting Assets.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) ownership or security interest has been perfected (or on and after the Closing Date will be perfected) and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) will be free of all Adverse Claims in such Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims (other than Permitted Liens) in such Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BorrowerSeller’s right, title and interest in, to and under the Collateral Support Assets which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower Seller and (B) will be free of all Adverse Claims in such CollateralSupport Assets.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Person and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Collateral.

Perfection Representations. (i) 1. This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Borrower’s its right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower Originator and (B) will be free of all Adverse Claims in such Collateral.Receivables and Related Rights. ACTIVE 63668076v9

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Borrowersuch Sub-Originator’s right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Sub-Originator and (B) will be free of all Adverse Claims in such CollateralClaims.

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims other than Permitted Adverse Claims in such Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrowersuch Originator’s right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Originator and (B) will be free of all Adverse Claims in such CollateralReceivables and Related Rights.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims 101 755287315 21689858 in such Collateral.. 102 755287315 21689858

Perfection Representations. (i) This i)This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such CollateralCollateral other than a Permitted Lien.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral which Collateral. (Aii) The security interest of the Administrative Agent (for the benefit of the Secured Parties) in the Collateral has been perfected and is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims in such Collateral.or solely with

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrowerapplicable Originator’s right, title and interest in, to and under the Collateral Sold Assets which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower such Originator and (B) will be free of all Adverse Claims in such CollateralSold Assets.