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 such Seller’s right, title and interest in, to and under the Support Assets which, (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Seller and (B) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iii) The applicable Seller owns and has good and marketable title to the Support Assets free and clear of any Adverse Claim other than Permitted Adverse Claims. (iv) All appropriate financing statements, financing statement amendments, continuation statements and other applicable lien filings 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 and contribution of the Receivables and Related Security from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent pursuant to this Agreement. (v) Other than the security interest granted to the Administrative Agent pursuant to this Agreement, such Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets except as permitted by this Agreement and the other Transaction Documents. Such Seller has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller that include a description of collateral covering the Support Assets other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Seller is not aware of any judgment lien, ERISA lien or tax lien filings against such Seller.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such SellerOriginator’s right, title and interest in, to and under the Support Assets which, 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 such Seller Originator and (B) will be is free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (iib) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Immediately prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable such Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (ve) Other than the ownership or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction DocumentsDocuments and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunder. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in such Sellerthe Borrower’s right, title and interest in, to and under the Support Assets which, Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Seller Person and (B) will be free of all Adverse Claims in such Support Assets (other than Permitted Adverse Claims) in such Collateral. (ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iii) The applicable Seller Borrower owns and has good and marketable title to the Support Assets Collateral free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (iv) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 and contribution of the Receivables and Related Security from each applicable Originator to such Seller the Borrower pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller the Borrower of a security interest in the Support Assets Collateral to the Administrative Agent pursuant to this Agreement. (v) Other than the security interest granted to the Administrative Agent pursuant to this Agreement, such Seller the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Collateral except as permitted by this Agreement and the other Transaction Documents. Such Seller The Borrower has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller the Borrower that include a description of collateral covering the Support Assets Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Seller The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against such Sellerthe Borrower.

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such SellerOriginator’s right, title and interest in, to and under the Support Assets which, Receivables and Related Rights which (Ai) security interest has been or will be on the Closing Date perfected and is enforceable against creditors of and purchasers from such Seller Originator and (Bii) will be is free of all Adverse Claims in such Support Assets (other than Permitted Adverse ClaimsLiens). (iia) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiib) The applicable Seller owns Prior to their sale or contribution to the Buyer pursuant to this Agreement, such Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim of any Person (other than Permitted Adverse ClaimsLiens). (ivc) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable such Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (vd) Other than the ownership or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership interest or security interest (as defined in the applicable UCCUCC which, for avoidance of doubt, includes (among other things) both (1) an interest in personal property which secures payment or performance of an obligation and (2) an ownership interest of a buyer of an account or payment intangible) in such SellerOriginator’s right, title and interest in, to and under the Support Assets whichReceivables and Related Rights originated by such Originator, which (A) ownership interest or security interest has been perfected and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be free of all Adverse Claims in such Support Assets (other than a Permitted Adverse ClaimsLien). (iib) The Receivables originated by such Originator constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Immediately prior to the sale (or, with respect to Sylvamo North America, the contribution) by such Originator to the Buyer pursuant to this Agreement, such Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights being sold or contributed or purportedly sold or contributed by it hereunder free and clear of any Adverse Claim (other than a Permitted Adverse ClaimsLien) of any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 and contribution of such Receivables (solely to the Receivables extent perfection may be achieved by filing a financing statement under the UCC) and Related Security Rights from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (ve) Other than the ownership interest or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, contributed, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables originated by such Originator or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables originated by such Originator and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator that could reasonably be expected to have a Material Adverse Effect. (f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.16 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in such the Seller’s right, title and interest in, to and under the Support Assets which, which (A) security interest has been perfected to the extent perfection may be achieved by filing a financing statement under the UCC and is enforceable against creditors of and purchasers from such the Seller and (B) will be free of all Adverse Claims in such Support Assets (other than Permitted Adverse Claims). (ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iii) The applicable Prior to the sale of the Support Assets to Administrative Agent hereunder, the Seller owns and has good and marketable title to the Support Assets free and clear of any Adverse Claim of any Person (other than Permitted Adverse Claims). (iv) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) (to the extent perfection may be achieved by filing a financing statement under the UCC) the sale and contribution of the Receivables and Related Security from each applicable Originator to such the Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such the Seller of a security interest in the Support Assets to the Administrative Agent pursuant to this Agreement. (v) Other than the security interest granted to the Administrative Agent pursuant to this Agreement, such the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets except as permitted by this Agreement and the other Transaction Documents. Such The Seller has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such the Seller that include a description of collateral covering and by proper proceedings and with respect to which appropriate reserves are being maintained by the Support Assets other than any financing statement (i) Seller in favor of accordance with GAAP as reasonably determined by the Administrative Agent or (ii) that has been terminated. Such Seller is not aware of any judgment lien, ERISA lien or tax lien filings against such Seller.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Sellerthe Originator’s right, title and interest in, to and under the Support Assets which, Receivables and Related Rights which (Ai) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Seller the Originator and (Bii) will be is free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (iib) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Prior to their sale or contribution to Buyer pursuant to this Agreement, the Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable the Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (ve) Other than the ownership or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller the Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller The Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller the Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Sellerthe Originator.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Sellerthe Originator’s right, title and interest in, to and under the Support Assets which, Receivables and Related Rights which (Ai) security interest has been perfected and is enforceable against creditors of and purchasers from such Seller the Originator and (Bii) will be is free of all Adverse Claims in such Support Assets Receivables and Related Rights other than Permitted Adverse Claims; provided no security interest shall be required to be perfected against any Collection Account. (iib) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Prior to their sale or contribution to Buyer, pursuant to this Agreement, the Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim of any Person other than Permitted Adverse Claims. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable the Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (ve) Other than the ownership or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller the Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller The Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller the Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Sellerthe Originator.

Perfection Representations. (i) This Agreement creates a valid and continuing ownership interest or security interest (as defined in the applicable UCCUCC which, for avoidance of doubt, includes (among other things) both (1) an interest in personal property which secures payment or performance of an obligation and (2) an ownership interest of a buyer of an account or payment intangible) in such Sellerthe Originator’s right, title and interest in, to and under the Support Assets whichReceivables and Related Rights originated by such Originator, which (A) ownership interest or security interest has been perfected and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be free of all Adverse Claims in such Support Assets (other than Permitted Adverse ClaimsLiens). (ii) The Receivables originated by such Originator constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iii) The applicable Seller Such Originator owns and has good and marketable title to the Support Assets Receivables and Related Rights being sold or purportedly sold by it hereunder free and clear of any Adverse Claim (other than Permitted Adverse ClaimsLiens) of any Person. (iv) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 and contribution of the such Receivables and Related Security Rights from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (v) Other than the ownership interest or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables originated by such Originator or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables originated by such Originator and Related Rights other than any financing statement (i) in favor of the Administrative Agent (or PNC as “Administrator” under the Pre-Existing Securitization) or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator. (vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.1(p) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (ia) This Agreement creates a valid and continuing security ownership interest (as defined in the applicable UCC) in such Sellerthe Originator’s right, title and interest in, to and under the Support Assets which, (A) security interest has been perfected Receivables and Related Rights which is enforceable against creditors of and purchasers from such Seller and (B) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (iib) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Prior to their sale to Buyer pursuant to this Agreement, the Originator legally and has beneficially owned and had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable the Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (ve) Other than the security ownership or trust interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller the Originator has not pledged, assigned, sold, granted a trust, granted a security interest in, or otherwise conveyed or declared a trust over any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller The Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller the Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor favour of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Sellerthe Originator.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Sellerthe Originator’s right, title and interest in, to and under the Support Assets which, Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (iib) The Receivables constitute “accounts” including, without limitation, “accounts” constituting “as-extracted collateral” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 and contribution of the Receivables and Related Security Rights from each applicable (x) Sub-Originator to such Seller Consol pursuant to the applicable Purchase and Sub-Originator Sale Agreement and the grant by such Seller of a security interest in the Support Assets (y) each Originator to the Administrative Agent Buyer pursuant to this Agreement. Each such financing statement, if filed with respect to such Receivable as an as-extracted collateral filing, includes a complete and correct description of the real property in all material respects related to such Receivable as extracted collateral, as contemplated by the UCC, and names a record owner of the real property. (ve) Other than the ownership or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator or the Sub-Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller Originator is not aware of any judgment lien, ERISA lien lien, pursuant to Section 303(k) or 4068 of ERISA, or tax lien filings against such SellerOriginator or the Sub-Originator. (f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (i1) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in such Sellerthe Buyer’s right, title and interest in, to and under the Support Assets which, (A) security interest has been perfected Receivables and is enforceable against creditors of and purchasers from such Seller and (B) Related Rights which will be free of all Adverse Claims in such Support Assets (other than Permitted Adverse Claims) in such Receivables and Related Rights. (ii2) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iii3) The applicable Seller Immediately prior to its sale or contribution to Buyer hereunder, such Originator owns and has good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (iv4) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 and contribution of the Receivables and Related Security from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (v5) Other than the security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller itself that include a description of collateral covering the Support Assets Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Selleritself. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Sellerthe Originator’s right, title and interest in, to and under the Support Assets which, Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (iib) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 and contribution of the Receivables and Related Security Rights from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (ve) Other than the security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest inin (other than those released on the Closing Date or any other date on which a Receivable is sold, contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator that is not released simultaneously or prior to its transfer hereunder. (f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing ownership interest or security interest (as defined in the applicable UCCUCC which, for avoidance of doubt, includes both (1) an interest in personal property which secures payment or performance of an obligation and (2) an ownership interest of a buyer of an account or payment intangible) in such Sellerthe Originator’s right, title and interest in, to and under the Support Assets whichReceivables and Related Rights originated by such Originator that are to be sold or otherwise conveyed (or purported to be sold or otherwise conveyed) by such Originator hereunder, which ownership interest or security interest, upon the creation of each new Receivable sold or otherwise conveyed or purported to be sold or otherwise conveyed hereunder, and on the Original Closing Date (in the case of all then-existing Receivables) (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be free of all Adverse Claims in of such Support Assets other than Permitted Adverse ClaimsOriginator or Persons claiming through such Originator. (ii) The Receivables originated by such Originator and to be sold or otherwise conveyed (or purported to be sold or otherwise conveyed) by such Originator hereunder constitute “accounts” or “general intangibles” within the meaning of Section 9-102 Article 9 of the UCC. (iii) The applicable Seller At the time of such Originator’s sale or other conveyance (or purported sale or other conveyance) hereunder of any Receivable (and Related Rights), such Originator owns and has good and marketable title to the Support Assets such Receivables (and Related Rights), free and clear of any Adverse Claim (other than Permitted Adverse ClaimsLiens). (iv) All appropriate financing statements, financing statement amendments, continuation statements (including any applicable amendments and other applicable lien filings continuations) have been filed in the proper each filing office in the appropriate jurisdictions necessary under Applicable Law applicable law in order to perfect (and continue the perfection of) the sale or other conveyance to the Buyer of (and contribution of to protect the Buyer’s ownership interest in) the Receivables and Related Security from each applicable Originator Rights to such Seller pursuant be sold or otherwise conveyed (or purported to the applicable Purchase and Sale Agreement and the grant be sold or otherwise conveyed) by such Seller Originator hereunder against all creditors of a security interest and purchasers from such Originator, and all filing fees and taxes, if any, payable in the Support Assets to the Administrative Agent pursuant to this Agreementconnection with such filings have been paid in full. (v) Other than the ownership interest or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets except Receivables originated by such Originator or Related Rights to be sold or otherwise conveyed (or purported to be sold or otherwise conveyed) by such Originator hereunder except: (A) as permitted by this Agreement and the other Transaction Basic Documents; and (B) any such prior conveyances having no continuing effect and as to which any lien or security interest in the conveyed Receivables and Related Rights, other than any such lien or security interest in favor of the Buyer (or the Agent, as the Buyer’s assignee), has been released. Such Seller Originator has not authorized the filing of of, and is not aware of of, any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables originated by such Originator and Related Rights to be sold or otherwise conveyed (or purported to be sold or otherwise conveyed) by such Originator hereunder, other than any financing statement (iX) in favor of the Administrative Agent Buyer (or the Agent, as the Buyer’s assignee), or (iiY) that has been terminatedterminated or amended (or is being concurrently terminated or amended) to reflect the release of any security interest in such Receivables and Related Rights. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator. (vi) The representations contained in this Section 6.1(p) shall be continuing, and shall remain in full force and effect until the date of the final payment to the Buyer under RLSA Section 6.07.

Perfection Representations. (i) This Agreement creates a valid and continuing security ownership interest (as defined in the applicable UCC) in such SellerOriginator’s right, title and interest in, to and under the Support Assets which, Receivables which (A) security ownership interest has been perfected and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be free of all Adverse Claims in such Support Assets (other than Permitted Adverse Claims) in such Receivables. (ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iii) The applicable Seller Prior to the sale of the Receivables hereunder, such Originator owns and has good and marketable title to the Support Assets such Receivables free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. After giving effect to the sale of the Receivables hereunder, Buyer (or its assigns) owns the Receivables free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (iv) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 and contribution of the Receivables and Related Security (solely to the extent perfection may be achieved by filing a financing statement under the UCC) from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent pursuant to this AgreementBuyer. (v) Other than the security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Seller The Originator is not aware of any material judgment lien, ERISA lien or tax lien filings for unpaid taxes against such Sellerthe Originator. (vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 2.1(i) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Sellerthe Originator’s right, title and interest in, to and under the Support Assets which, Receivables and Related Rights which (Ai) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Seller the Originator and (Bii) will be is free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (iib) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Prior to their sale or contribution to Buyer pursuant to this Agreement, the Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings have been filed filed, or will be filed, in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable the Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (ve) Other than the ownership or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller the Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller The Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller the Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Sellerthe Originator.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in such the Seller’s right, title and interest in, to and under the Support Supporting Assets which, which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such the Seller and (B) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse Claimsany Supporting Assets. (ii) The Pool Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iii) The applicable Seller owns and has good and marketable title to the Support Supporting Assets free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (iv) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings have been filed, or will be filed within five (5) days following the Closing Date, in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to such the Seller pursuant to the applicable Purchase and Sale Transfer Agreement and the Seller’s sale and grant by such Seller of a security interest in the Support Supporting Assets to the Administrative Agent pursuant to this Agreement. (v) Other than the security interest granted to the Administrative Agent pursuant to this Agreement, such the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Supporting Assets except as permitted by this Agreement and the other Transaction Documents. Such The Seller has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such the Seller that include a description of collateral covering the Support any Supporting Assets other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such The Seller is not aware of any judgment lien, ERISA lien or tax lien filings against such the Seller. (vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 6.01(p) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such the Seller’s right, title and interest in, to and under the Support Sold Assets which, and Seller Collateral which (A) ownership or security interest has been perfected to the extent perfection may be achieved by filing a financing statement under the UCC and is enforceable against creditors of and purchasers from such the Seller and (B) will be free of all Adverse Claims in such Support Sold Assets and Seller Collateral (other than Permitted Adverse Claims). (ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iii) The applicable Prior to the sale of, or grant of security interest in, the Sold Assets and Seller Collateral to Administrative Agent hereunder, the Seller owns and has good and marketable title to the Support such Sold Assets and Seller Collateral free and clear of any Adverse Claim of any Person (other than Permitted Adverse Claims). (iv) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) (to the extent perfection may be achieved by filing a financing statement under the UCC) the sale and contribution of the Receivables and Related Security from each applicable Originator to such the Seller pursuant to the applicable Purchase and Sale Agreement and the Seller’s sale of, and grant by such Seller of a security interest in the Support Sold Assets and Seller Collateral to the Administrative Agent pursuant to this Agreement. (v) Other than the security interest granted to the Administrative Agent pursuant to this Agreement, such the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Sold Assets or Seller Collateral except as permitted by this Agreement and the other Transaction Documents. Such The Seller has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such the Seller that include a description of collateral covering the Support Sold Assets or Seller Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Seller is not aware . (vi) Notwithstanding any other provision of this Agreement or any judgment lienother Transaction Document, ERISA lien or tax lien filings against such Sellerthe representations contained in this Section 7.01(n) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Seller’s its right, title and interest in, to and under the Support Assets which, Receivables and Related Rights which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from such Seller the Originator and (B) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse ClaimsReceivables and Related Rights. (iib) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Immediately prior to the sale of, or grant of security interest in, the Receivables and has Related Rights transferred hereunder, it owned and had good and marketable title to the Support Assets such Receivables and Related Rights free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 its sale and or contribution of the Receivables and Related Security from each applicable Originator to such Seller pursuant (solely to the applicable Purchase and Sale Agreement and extent perfection may be achieved by filing a financing statement under the grant by such Seller of a security interest in the Support Assets UCC) Related Rights from it to the Administrative Agent Company pursuant to this Agreement. (ve) Other than the ownership or security interest granted to the Administrative Agent Company pursuant to this Agreement, such Seller it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Collateral except as permitted by this Agreement and the other Transaction Documents. Such Seller It has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller it that include a description of collateral covering the Support Assets Receivables or Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or released. Such Seller It is not aware of any judgment lien, ERISA lien or tax lien filings against such Sellerit that either (A) attaches to any of the Receivables or Related Rights or (B) could reasonably be expected to have a Material Adverse Effect. (f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Sellerthe Originator’s right, title and interest in, to and under the Support Assets which, Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (iib) The Receivables constitute “accounts” including, without limitation, “accounts” constituting “as-extracted collateral” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 and contribution of the Receivables and Related Security Rights from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. Each such financing statement, if filed with respect to such Receivable as an as-extracted collateral filing, includes a complete and correct description of the real property in all material respects related to such Receivable as extracted collateral, as contemplated by the UCC, and names a record owner of the real property. (ve) Other than the security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest inin (other than those released on the Closing Date or any other date on which a Receivable is sold, contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator that is not released simultaneously or prior to its transfer hereunder. (f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Sellereach Originator’s right, title and interest in, to and under the Support Assets which, Receivables and Related Rights which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from such Seller each Originator and (B) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse ClaimsReceivables and Related Rights. (iib) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Prior to the sale or contribution of, or grant of security interest in, the Receivables and has Related Rights transferred hereunder, each Originator owned and had good and marketable title to the Support Assets such Receivables and Related Rights free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 and or contribution of the Receivables and Related Security from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the and/or grant by such Seller of a security interest in the Support Assets Receivables and Related Rights from each Originator to the Administrative Agent Company pursuant to this Agreement. (ve) Other than the ownership or security interest granted to the Administrative Agent Company pursuant to this Agreement, such Seller no Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except (in the case of the contributed Receivables) for transfer to the Contributing Originator or as otherwise permitted by this Agreement and the other Transaction Documents. Such Seller Each such Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables or Related Rights other than any financing statement (i) in favor of the Administrative Agent or Agent, (ii) that has been terminatedterminated or (iii) which, in respect of any Receivables or Related Rights covered under such financing statement or other lien filing, such Receivables or Related Rights has been or will be, upon the sale or contribution of such Receivables or Related Rights pursuant to the Transaction Documents, released under the governing documents establishing the lien or security interest described by such financing statement or other lien filing. Such Seller No Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator. (f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid As of the Initial Purchase Date and continuing security interest (as defined subsequent closing dates in accordance with Section 1.2, the applicable UCC) in such SellerBuyer will be the beneficial owner of the Originator’s right, title and interest in, to and under the Support Assets whichReceivables and Related Rights originated by such Originator to be acquired by it on the Initial Purchase Date and subsequent closing dates, which (A) security ownership interest has been perfected and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be free of all Adverse Claims in such Support Assets (other than Permitted Adverse ClaimsLiens). (ii) The Receivables originated by such Originator constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iii) The applicable Seller owns Each Originator is selling the Receivables and has good Related Rights hereunder with full title guarantee and, for the avoidance of doubt, the Receivables and marketable title to the Support Assets Related Rights are free and clear of any Adverse Claim (other than Permitted Adverse ClaimsLiens) of any Person. (iv) All appropriate financing statements, financing statement amendments, continuation statements and other applicable lien filings have been filed Under Applicable Laws in the proper filing office in jurisdiction of incorporation of the appropriate jurisdictions under Applicable Law in order to perfect (and continue Originators it is not necessary that the perfection of) UK Transaction Documents or Transaction Documents or the sale and contribution of the Receivables and Related Security from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent pursuant to this AgreementRights be filed, recorded or enrolled with any court or other Governmental Authority. (v) Other than the security ownership interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables originated by such Originator or Related Rights except as permitted by this Agreement and the other UK Transaction Documents. Such Seller has not authorized the filing of Documents to which it is party, and is not aware of any financing statements or other lien filing filed against such Seller that include a description of collateral covering the Support Assets other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Seller is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator. (vi) Notwithstanding any other provision of this Agreement or any other UK Transaction Document or any Transaction Document to which it is party, the representations contained in this Section 5.1(p) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Sellereach Originator’s right, title and interest in, to and under the Support Assets which, Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be is free of all Adverse Claims in such Support Assets (other than Permitted Adverse Claims) in such Receivables and Related Rights. (iib) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 and contribution of the Receivables and Related Security Rights from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (ve) Other than the ownership or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator. (f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in assignment of the applicable UCC) in such SellerOriginator’s right, title and interest in, to and under the Support Assets whichReceivables and Related Rights originated by such Originator that are to be sold (or purported to be sold) by such Originator hereunder, which assignment, upon the creation of each new Receivable sold or purported to be sold hereunder, and on the Amendment Effective Date (in the case of all then-existing Receivables) (A) security interest has been perfected (subject to the fact that notice of assignment is not required to be provided to each Obligor until required pursuant to Section 5.01(s) of the RLSA) and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be free of all Adverse Claims in of such Support Assets other than Permitted Adverse ClaimsOriginator or Persons claiming through such Originator. (ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC[Deleted.] (iii) The applicable Seller At the time of such Originator’s sale (or purported sale) hereunder of any Receivable (and Related Rights), such Originator owns and has good and marketable title to the Support Assets such Receivables (and Related Rights), free and clear of any Adverse Claim (other than Permitted Adverse ClaimsLiens). (iv) All appropriate financing statements, financing statement amendments, continuation statements and other applicable lien filings 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 and contribution of the Receivables and Related Security from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent pursuant to this Agreement[Deleted.] (v) Other than the security ownership interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets except Receivables originated by such Originator or Related Rights to be sold (or purported to be sold) by such Originator hereunder except: (A) as permitted by this Agreement and the other Transaction Basic Documents. Such Seller has not authorized ; and (B) any such prior conveyances having no continuing effect and as to which any lien or security interest in the filing of conveyed Receivables and is not aware of any financing statements or other lien filing filed against such Seller that include a description of collateral covering the Support Assets Related Rights, other than any financing statement (i) such lien or security interest in favor favour of the Administrative Agent Buyer (or (ii) that the Agent, as the Buyer’s assignee), has been terminatedreleased. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator. (vi) The representations contained in this Section 6.1(p) shall be continuing and shall remain in full force and effect until the date of the final payment to the Buyer under RLSA Section 6.07.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Sellerthe Originator’s right, title and interest in, to and under the Support Assets which, Receivables and the Related Rights which (Ai) security interest has been perfected (in the case of the Related Rights, in only that portion of the Related Rights in which an ownership or security interest may be perfected by the filing of a financing statement under the UCC) and is enforceable against creditors of and purchasers from such Seller Originator and (Bii) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (iib) The Receivables constitute “accounts,” “tangible chattel paper,” “payment intangible or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Prior to their contribution to Company pursuant to this Agreement, such Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 contribution and contribution assignment of the Receivables and Related Security from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of Rights in which a security interest in may be perfected by the Support Assets filing of a financing statement under the UCC from each Originator to the Administrative Agent Company pursuant to this Agreement. (ve) Other than the ownership or security interest granted to the Administrative Agent Company pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, contributed, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller that include a description of collateral covering the Support Assets other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Seller is not aware of any judgment lien, ERISA lien or tax lien filings against such Seller.Transaction

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Sellerthe Originator’s right, title and interest in, to and under the Support Assets which, Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be free of all Adverse Claims in such Support Assets (other than Permitted Adverse Claims). (iib) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iii) The applicable Seller owns and has good and marketable title to the Support Assets free and clear of any Adverse Claim other than Permitted Adverse Claims. (ivc) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) (to the extent perfection may be achieved by filing a financing statement under the UCC) the sale and contribution of the Receivables and Related Security Rights from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (vd) Other than the ownership or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Seller is not aware terminated or amended to reflect the release of any judgment liensecurity interest in the Receivables and Related Rights. (e) Notwithstanding any other provision of this Agreement or any other Transaction Document, ERISA lien or tax lien filings against such Sellerthe representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Sellereach Originator’s right, title and interest in, to and under the Support Assets which, Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be is free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (iib) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 and contribution of the Receivables and Related Security Rights from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (ve) Other than the ownership or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest inin (other than those released on the Closing Date or any other date on which a Receivable is sold, contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator that is not released simultaneously or prior to its transfer hereunder. (f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.22 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in such Seller’s right, title and interest in, to and under the Support Assets which, (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Seller and (B) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iii) The applicable Seller owns and has good and marketable title to the Support Assets free and clear of any Adverse Claim other than Permitted Adverse Claims. (iv) All appropriate financing statements, financing statement amendments, continuation statements and other applicable lien filings have been filed in 74 the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent pursuant to this Agreement. (v) Other than the security interest granted to the Administrative Agent pursuant to this Agreement, such Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets except as permitted by this Agreement and the other Transaction Documents. Such Seller has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller that include a description of collateral covering the Support Assets other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Seller is not aware of any judgment lien, ERISA lien or tax lien filings against such Seller.

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Sellerthe Originator’s right, title and interest in, to and under the Support Assets which, Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be free of all Adverse Claims in such Support Assets (other than Permitted Adverse Claims). (ii) The Receivables constitute “accounts”, “general intangibles” or “general intangiblestangible chattel paper” within the meaning of Section 9-102 of the UCC. (iii) The applicable Seller Such Originator owns and has good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (iv) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 and contribution of the Receivables and Related Security rights from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (v) Other than the ownership or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator. (vi) All chattel paper evidencing Receivables is being held by the Servicer as bailee for the Secured Parties and the Buyer at the locations identified in Schedule V or has been delivered to the Administrative Agent or the Administrative Agent’s designee. No such chattel paper is in the possession of any Person other than the Servicer, the Administrative Agent or the Administrative Agent’s designee. No chattel paper evidencing Receivables have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than such Originator, the Buyer or the Administrative Agent.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Sellerthe Originator’s right, title and interest in, to and under the Support Assets which, Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (iib) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 and contribution of the Receivables and Related Security Rights from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement.. 708335522 13436693 (ve) Other than the ownership or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator. (f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security ownership interest (as defined in the applicable UCC) in such SellerOriginator’s right, title and interest in, to and under the Support Assets which, (A) security interest has been perfected universality of the present and is enforceable against creditors of future Receivables and purchasers from Related Rights originated by such Seller and (B) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse ClaimsOriginator. (ii) The Receivables originated by such Originator constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iii) The applicable Seller Such Originator owns and has good and marketable title to the Support Assets Receivables and Related Rights being sold or purportedly sold by it hereunder free and clear of any Adverse Claim (other than Permitted Liens) of any Person and the Buyer will acquire all of such Originator’s right, title and interest in such Receivables and Related Rights and a valid and perfected first priority ownership interest in each such Receivable and Related Right then existing or thereafter arising, free and clear of any Adverse ClaimsClaim (other than Permitted Liens). (iv) All Except for the registration of an assignment at the Register of Personal and Movable Real Rights (“RPMRR”) in the Province of Quebec, which will be completed promptly after the Initial Purchase Date, all appropriate financing statements, financing statement amendments, assignments and continuation statements and other applicable lien filings 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 and contribution of the such Receivables and Related Security Rights from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (v) Other than the ownership interest, the hypothec and the security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted an hypothec on or a security interest in, or otherwise conveyed any of the Support Assets Receivables originated by such Originator or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables originated by such Originator and Related Rights other than any financing statement (i) in favor of the Administrative Agent (or PNC as “Administrator” under the Pre-Existing Securitization) or (ii) that has been terminatedterminated or amended to reflect the release of any hypothec or security interest in the Receivables and Related Rights. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator. (vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.1(p) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in such Sellerthe applicable Originator’s right, title and interest in, to and under the Support Sold Assets which, which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Seller Originator and (B) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse ClaimsSold Assets. (ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iii) The applicable Seller Originator owns and has good and marketable title (immediately prior to its sale or contribution hereunder) to the Support Sold Assets to be sold or contributed by it hereunder free and clear of any Adverse Claim of any Person (other than Permitted Adverse ClaimsLiens). (iv) All appropriate Appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings 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 and contribution (or, in the case of the Receivables and Related Security SPE Parent, contribution) of the Sold Assets from each applicable such Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (v) Other than the backup security interest granted to the Administrative Agent Buyer pursuant to Section 2.3 of this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Sold Assets to any Person other than the Buyer, except as permitted by this Agreement and the other Transaction Documents. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Sold Assets other than any financing statement (i) in favor of the Administrative Agent Buyer or (ii) that has been terminated. Such Seller Originator is not aware unaware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such SellerOriginator’s right, title and interest in, to and under the Support Assets which, 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 such Seller Originator and (B) will be is free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (iib) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Immediately prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings have been filed, or will be filed within five (5) days following the Closing Date, in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable such Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (ve) Other than the ownership or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction DocumentsDocuments and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunder. Such Seller Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such SellerOriginator.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in such Sellerthe Originator’s right, title and interest in, to and under the Support Assets which, 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 lenders from such Seller the Originator and (B) will be is free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (iib) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (iiic) The applicable Seller owns Prior to their sale or contribution to Buyer pursuant to this Agreement, the Originator owned and has had good and marketable title to the Support Assets Receivables and Related Rights free and clear of any Adverse Claim other than Permitted Adverse Claimsof any Person. (ivd) All appropriate financing statements, financing statement amendments, amendments and continuation statements and other applicable lien filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable the Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent Buyer pursuant to this Agreement. (ve) Other than the ownership or security interest granted to the Administrative Agent Buyer pursuant to this Agreement, such Seller the Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Support Assets Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Seller The Originator has not authorized the filing of and is not aware of any financing statements or other lien filing filed against such Seller the Originator that include a description of collateral covering the Support Assets Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Seller The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against such Sellerthe Originator.