Common use of Quality of Title Clause in Contracts

Quality of Title. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related Assets, free and clear of any Lien (other than any Lien arising as the result of any action taken by any Secured Party (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral except such as may be filed (A) in favor of the Originators in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable law.

Quality of Title. (i) This Agreement creates It has acquired from ADT, for fair consideration and reasonably equivalent value, all of the right, title, and interest in each Pool Receivable and the Related Assets in respect thereof and such acquisition constitutes a valid True Sale. Each Contract and continuing security interest (as defined in Pool Receivable and the applicable UCC) in Related Assets related thereto, are owned by it free and clear of any Adverse Claim; and upon any Transfer the Collateral in favor of the Administrative Agent (for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain have the benefit of a valid and perfected first priority undivided percentage ownership perfected security interest to in each Pool Receivable, together with the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related Assets, free and clear of any Adverse Claim; and no valid effective financing statement or other instrument similar in effect covering any Pool Receivable, any interest therein or the Related Assets is on file in any recording office except for the following (“Permitted Lien Filings”): (i) such a financing statement or other than instrument filed (x) in favor of ADT or the Borrower in accordance with any Lien arising as Transaction Document (and assigned to the result of any action taken by any Secured Party (or any assignee thereofCollateral Agent) or by (y) in favor of the Administrative Agent in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral except such as may be filed (A) in favor of the Originators in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as Transaction Document, (ii) such a financing statement or other instrument that meets the result of any action taken by the Secured Parties following conditions: (x) it names Barclays Bank PLC (or the applicable successor agent thereunder) as secured party, (y) it relates to liens that are subject to the ADT Lien Release Acknowledgement and (z) it does not have the effect of perfecting any assignee thereofsecurity interest in any Pool Receivable, Related Asset or interest therein, (iii) or by the Administrative Agent in connection financing statement number 2020 0668089 filed on January 28, 2020 with the Transaction DocumentsSecretary of State of Delaware naming ADT as debtor and Xxxxx Fargo Bank, National Association (or the applicable successor agent thereunder) as secured party, provided that it does not have the effect of perfecting any security interest in any Pool Receivable, Related Asset or interest therein, and (iv) such a financing statement or other instrument naming ADT as debtor that meets the following conditions: (x) it is filed after all filings referred to in the foregoing clause (i), and (viy) with respect to each except as permitted under clause (i) above, it does not have the effect of perfecting any security interest in any Pool Receivable, Related Asset or interest therein. Without limiting the Seller foregoing, no Chattel Paper evidencing Pool Receivables (Ax) shall have received such Pool Receivable as a contribution to is in the capital possession of (or, in the case of electronic Chattel Paper, under the control of) any Person other than the Servicer (for the benefit of the Seller by Collateral Agent and the applicable Originator Borrower), the Collateral Agent or the Collateral Agent’s designee, or (By) shall have purchased such Pool Receivable from has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than the applicable Originator in exchange for payment (made by Borrower or the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable lawCollateral Agent.

Quality of Title. (i) This Agreement creates a valid Prior to its sale or contribution to its Related SPE hereunder, each Receivable, together with the Related Assets, and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest any related Lease Device is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral owned by it free and clear of any Lien Adverse Claim (other than Permitted Adverse Claims and any Lien Adverse Claims arising under any Transaction Document); with respect to any ISC Dealer Receivable, when such Receivable and the Related Assets are transferred or assigned to such Originator, such Originator shall have acquired, for fair consideration and reasonably equivalent value, all right, title and interest of the applicable ISC Dealer thereto, free and clear of any Adverse Claim (other than Permitted Adverse Claims and any Adverse Claim arising under any Transaction Document); when its Related SPE makes a purchase of or acquires such Receivable and Related Assets and any related Lease Device by contribution, such SPE shall have acquired, for fair consideration and reasonably equivalent value, all right, title and interest of such Originator thereto (and such Originator represents and warrants that it has taken all steps under the UCC necessary to transfer such good title and ownership interests in such assets), free and clear of any Adverse Claim (other than Permitted Adverse Claims and any Adverse Claim arising under any Transaction Document); and no valid effective financing statement or other instrument similar in effect covering any Receivable, any interest therein, the Related Assets and any Lease Devices is on file in any recording office, except such as may or are required to be filed (i) in favor of such Originator or its Related SPE in accordance with the Contracts or any Transaction Document, including the Third Amendment (and assigned to the Collateral Agent), (ii) in favor of its Related SPE in accordance with this Agreement, (iii) in connection with any Adverse Claim arising solely as the result of any action taken by any Secured Parties Purchaser (or any assignee thereof) or by the Collateral Agent or (iv) in favor of any Purchaser or Administrative Agent in connection accordance with the Receivables Purchase Agreement or any Transaction Documents); Document. Without limiting the foregoing, no Chattel Paper evidencing Receivables (iiix) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group is in the Pool Receivables and Related Assetspossession of (or, free and clear in the case of electronic Chattel Paper, under the control of) any Lien (other than any Lien arising as the result of any action taken by any Secured Party (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iv) Person other than the security interest granted to the Administrative Agent Servicer (for the benefit of the Secured Parties pursuant to this AgreementCollateral Agent and applicable SPE), the Seller Collateral Agent or the Collateral Agent’s designee or (y) has not any marks or notations indicating that it has been pledged, assigned, sold or granted a security interest in, assigned or otherwise conveyed to any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any Person other Collateral except such as may be filed (A) in favor of the Originators in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties than an SPE or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable lawCollateral Agent.

Quality of Title. (iA) This Agreement creates a valid Immediately before each transfer to be made by Transferor hereunder, each Receivable and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior other Transferred Asset that was then to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title be transferred to the Pool Receivables, Related Assets and the other Collateral Trust hereunder was owned by Transferor free and clear of any Lien Adverse Claim (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction DocumentsPermitted Adverse Claim); and, within two Business Days after the First Issuance Date, Transferor and Servicer made, or caused to be made, all filings and took all other action under applicable law in each relevant jurisdiction in order to protect and perfect the Trust's interest in such Receivables and such Transferred Assets against all creditors of, and purchasers from, Transferor and the Sellers. (iiiB) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired Each transfer of Receivables and shall at all times thereafter continuously maintain other Transferred Assets by Transferor to the Trust pursuant to this Agreement constitutes a valid transfer and perfected first priority undivided percentage ownership interest assignment to the extent Trustee of the portion all right, title and interest of the Asset Interest funded by the related Purchaser Group Transferor in the Pool such Receivables and Related other Transferred Assets, free and clear of any Lien Adverse Claim (other than any Lien arising as Permitted Adverse Claim), and constitutes either an absolute transfer of such property to the result Trust or a grant of a first priority perfected security interest in such property to the Trust. Whenever the Trust accepts a transfer of a Receivable or other Transferred Asset hereunder, it shall have acquired a valid and perfected first priority security interest in such Receivable or other Transferred Asset free and clear of any action taken by any Secured Party Adverse Claim (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold any Permitted Adverse Claim). (C) No effective Public Notice that covers all or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware part of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or Transferred Asset is on file in any other Collateral recording office except such as may be filed (Ai) in favor of the Originators Transferor in accordance with the Contracts, (Bii) in favor of Transferor pursuant to the Purchase Agreement and (iii) in favor of the Seller in connection with Trustee, for the Sale Agreement or (C) in favor benefit of the Secured Parties or the Administrative Agent Investor Certificateholders, in accordance with this Agreement. No Public Notice relating to perfection that covers any inventory of such Seller that might give rise to Receivables is on file in any recording office except for (so long as an Intercreditor Agreement or is in connection with any Lien arising solely as the result effect) Public Notice in favor of creditors of such Seller bound by such Intercreditor Agreement. (D) No acquisition of any action taken Receivable or other Transferred Asset by Transferor or the Secured Parties (Trust constitutes a fraudulent transfer or any assignee thereof) fraudulent conveyance under the Bankruptcy Code or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator state bankruptcy or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for insolvency laws or on account of an antecedent debt owed by any Originator to the Seller and no such sale is otherwise void or may be voidable or subject to avoidance subordination under applicable lawsimilar laws or principles or for any other reason.

Quality of Title. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction DocumentsAgent); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related AssetsCollateral, free and clear of any Lien (other than any Lien arising as the result of any action taken by any Secured Party (or any assignee thereof) thereof or by the Administrative Agent in connection with the Transaction DocumentsAgent); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of Collateral and (vi) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any Collateral other Collateral than except such as may be filed (A) in favor of the Originators in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable lawAgent.

Quality of Title. (i) This Agreement creates a valid It has acquired, for fair consideration and continuing security reasonably equivalent value, all of the right, title, and interest (as defined of its Related Originators in each Lease Device, Lease Contract, and Pool Receivable originated by such Related Originators or assigned or transferred to such Related Originators by an ISC Dealer in respect of an ISC Dealer Receivable, and in each case, the Related Assets. The applicable Originator has acquired, for fair consideration and reasonably equivalent value, all of the right, title, and interest of the applicable UCC) ISC Dealer in each ISC Dealer Contract and the related ISC Dealer Receivable and Related Assets. Each Lease Device, Lease Contract, ISC Contract, and Pool Receivable originated by such Related Originators or, in respect of each ISC Dealer Receivable, assigned or transferred to such Related Originators by an ISC Dealer, and in each case, the Related Assets related thereto, is owned by it free and clear of any Adverse Claim (other than Permitted Adverse Claims and any Adverse Claim arising under any Transaction Document); and upon any Purchase or Reinvestment, as applicable, the Collateral in favor of the Administrative Agent (for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (iiPurchasers) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected ownership interest or first priority undivided percentage ownership perfected security interest to in each Pool Receivable, together with the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables Related Assets and Related AssetsLease Contracts, free and clear of any Lien Adverse Claim (other than Permitted Adverse Claims and any Lien Adverse Claim arising as the result of under any action taken by any Secured Party (or any assignee thereof) or by the Administrative Agent in connection with the Transaction DocumentsDocument); (iv) and no valid effective financing statement or other than instrument similar in effect covering any Lease Device, Lease Contract, Pool Receivable, any interest therein or the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or is on file in any other Collateral recording office except such as may be filed (Ai) in favor of the Originators any Originator or any Seller in accordance with the ContractsContracts or any Transaction Document (and assigned to the Collateral Agent), (Bii) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties any Purchaser or the Administrative Collateral Agent in accordance with this Agreement or any Transaction Document, or (iii) in connection with any Lien Adverse Claim arising solely as the result of any action taken by the Secured Parties any Purchaser (or any assignee thereof) or by the Administrative Collateral Agent. Without limiting the foregoing, no Chattel Paper evidencing Pool Receivables (x) is in the possession of (or, in the case of electronic Chattel Paper, under the control of) any Person other than the Servicer (for the benefit of the Collateral Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivableapplicable Sellers), the Seller (A) shall have received such Pool Receivable as a contribution to Collateral Agent or the capital of the Seller by the applicable Originator Collateral Agent’s designee or (By) shall have purchased such Pool Receivable from has any marks or notations indicating that it has been pledged, assigned, or otherwise conveyed to any Person other than a Seller or the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable lawCollateral Agent.

Quality of Title. (i) This Agreement creates a valid Immediately before each purchase to be made by Buyer hereunder and continuing security interest (as defined in the applicable UCCcase of ICP and ICPPC) in the Collateral in favor each contribution to be made to Buyer, each Receivable and Related Asset of the Administrative Agent for the benefit of the Secured Partiessuch Seller that is then to be transferred to Buyer thereunder, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral related Contracts, shall be owned by such Seller free and clear of any Lien Adverse Claim (other than any Lien Permitted Adverse Claim or any Adverse Claim arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) Buyer hereunder or by the Administrative Agent in connection with Trustee under the Transaction DocumentsPooling Agreement); provided that the existence of an Adverse Claim that is released on the First Issuance Date (iiiupon application of the proceeds of the issuance of Certificates on that date) when any Purchaser shall not constitute a breach of this representation and warranty; and such Seller shall have made or effected all Public Notices and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of Buyer and its successors in the Receivables and Related Assets against all creditors of, and purchasers from, such Seller. (ii) Whenever Buyer makes a Purchase purchase hereunder from such Seller (or Reinvestmentaccepts a contribution from ICP or ICPPC), it Buyer shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the in each Specified Asset Interest funded sold by the related Purchaser Group in the Pool Receivables and Related Assetssuch Seller or contributed by ICP or ICPPC on such date, free and clear of any Lien Adverse Claim (other than any Lien arising as the result Permitted Adverse Claim). (iii) No effective Public Notice that covers all or part of any action taken Receivable originated by such Seller, any Secured Party (interest therein or any assignee thereof) or by the Administrative Agent Related Asset with respect thereto is on file in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral recording office except such as may be filed (A) in favor of the Originators such Seller in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Buyer pursuant to this Agreement or and (C) in favor of the Secured Parties or Trustee, for the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital benefit of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator Investor Certificateholders, in accordance with the provisions Pooling Agreement. No Public Notice relating to perfection that covers any inventory of the Sale Agreementsuch Seller that might give rise to Receivables is on file in any recording office except for (x) (so long as an Intercreditor Agreement is in effect) Public Notices in favor of cashcreditors of such Seller bound by such Intercreditor Agreement and (y) that certain Public Notice in favor of The Toronto Dominion Bank which covers certain inventory of ICP but which does not cover any Specified Assets (including, an increase without limitation, any Related Security). (iv) No Purchase by Buyer from such Seller (or, in the principal amount case of ICP and ICPPC, no capital contribution to Buyer) constitutes a fraudulent transfer or fraudulent conveyance under the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for United States Bankruptcy Code or on account of an antecedent debt owed by any Originator to the Seller and no such sale applicable state bankruptcy or insolvency laws or is otherwise void or may be voidable or subject to avoidance subordination under similar laws or principles or for any other reason. (v) Each Purchase by Buyer from such Seller constitutes a true and valid sale of the Receivables and Related Assets under applicable lawstate law and true and valid assignments and transfers for consideration (and not merely a pledge of the Receivables and Related Assets for security purposes), enforceable against the creditors of such Seller, and no Receivables or Related Assets transferred to Buyer hereunder shall constitute property of such Seller.

Quality of Title. It has acquired, for fair consideration and reasonably equivalent value, all of the right, title and interest of its Related Originators in each Lease Device, Lease Contract and Pool Receivable originated by such Related Originators and the Related Assets. Each Lease Device, Lease Contract and Pool Receivable originated by such Related Originators and the Related Assets related thereto, is owned by it free and clear of any Adverse Claim (i) This Agreement creates a valid other than Permitted Adverse Claims and continuing security interest (any Adverse Claim arising under any Transaction Document); and upon any Purchase or Reinvestment, as defined in the applicable UCC) in applicable, the Collateral in favor of the Administrative Agent (for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (iiPurchasers) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected ownership interest or first priority undivided percentage ownership perfected security interest to in each Pool Receivable, together with the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables Related Assets and Related AssetsLease Contracts, free and clear of any Lien Adverse Claim (other than Permitted Adverse Claims and any Lien Adverse Claim arising as the result of under any action taken by any Secured Party (or any assignee thereof) or by the Administrative Agent in connection with the Transaction DocumentsDocument); (iv) and no valid effective financing statement or other than instrument similar in effect covering any Lease Device, Lease Contract, Pool Receivable, any interest therein or the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or is on file in any other Collateral recording office except such as may be filed (Ai) in favor of the Originators any Originator or any Seller in accordance with the ContractsContracts or any Transaction Document (and assigned to the Collateral Agent), (Bii) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties any Purchaser or the Administrative Collateral Agent in accordance with this Agreement or any Transaction Document or (iii) in connection with any Lien Adverse Claim arising solely as the result of any action taken by the Secured Parties any Purchaser (or any assignee thereof) or by the Administrative Collateral Agent. Without limiting the foregoing, no Chattel Paper evidencing Pool Receivables (x) is in the possession of (or, in the case of electronic Chattel Paper, under the control of) any Person other than the Servicer (for the benefit of the Collateral Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivableapplicable Sellers), the Seller (A) shall have received such Pool Receivable as a contribution to Collateral Agent or the capital of the Seller by the applicable Originator Collateral Agent’s designee or (By) shall have purchased such Pool Receivable from has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than a Seller or the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable lawCollateral Agent.

Quality of Title. (i) This Agreement creates a valid Each Seller is the legal and continuing security interest (as defined in beneficial owner of each Receivable and all Receivables Property which is to be transferred to the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as Company by such against creditors of and purchasers from the Seller, (ii) the and such Receivables and Receivables Property shall be transferred by such Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising under any other Transaction Document, the Original Rykoff RSA or the USFAR RSA, or arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction DocumentsCompany hereunder); (iii) when any Purchaser makes a Purchase prior to such transfer such Seller shall have made all filings under applicable law in each relevant jurisdiction in order to protect and perfect the Company's ownership or Reinvestmentsecurity interest in all Receivables and Receivables Property against all creditors of, it and purchasers from, such Seller; and the Company shall have acquired and shall at all times thereafter continuously maintain continue to have maintained a valid and perfected first priority undivided percentage ownership or security interest to in each Receivable and the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related Assets, Property free and clear of any Lien (other than any Lien arising as under the result of any action taken by any Secured Party (Original Rykoff RSA or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest inUSFAR RSA, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral except such as may be filed (A) in favor of the Originators in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) Company hereunder or by the Administrative Agent Trustee); and no effective financing statement or other instrument similar in connection with the Transaction Documentseffect covering any Receivable, and (vi) any interest therein or any Receivables Property with respect to each Pool Receivable, the thereto is on file in any recording office except such as may be filed in favor of (i) such Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of Contracts, (ii) Rykoff Funding pursuant to the Sale AgreementOriginal Rykoff RSA and the Trustee (as defined therein) of cash, an increase pursuant to the Pooling Agreement (as defined in the principal amount of Original Rykoff RSA), (iii) USFAR pursuant to the Initial Seller Note and/or an increase USFAR RSA and the Trustee (as defined therein) pursuant to the Pooling Agreement (as defined in the preferred stock of USFAR RSA), (iv) the Seller held by such Originator, in all cases in an amount which constitutes fair consideration Company pursuant to this Agreement and reasonably equivalent value. Each such sale referred to in clause (viv) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator Trustee pursuant to the Seller and no such sale is or may be voidable or subject to avoidance under applicable lawPooling Agreement.

Quality of Title. (i) This Agreement creates a valid Immediately before each purchase to be made by Buyer hereunder and continuing security interest (as defined in the applicable UCCcase of Treasure Chest) in the Collateral in favor each contribution to be made hereunder to Buyer, each Receivable and Related Asset of the Administrative Agent for the benefit of the Secured Partiessuch Seller that is then to be transferred to Buyer thereunder, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral related Contracts, shall be owned by such Seller free and clear of any Lien Adverse Claim (other than any Lien Permitted Adverse Claim, any Adverse Claim arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) Buyer hereunder or by the Administrative Agent in connection with Trustee under the Transaction DocumentsPooling Agreement or any Special New Jersey EPA Claim); provided that the existence of an Adverse Claim that is released on the First Issuance Date (iiiupon application of the proceeds of the issuance of Certificates on that date) when any Purchaser shall not constitute a breach of this representation and warranty; and such Seller shall have made all filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of Buyer and its successors in the Receivables and Related Assets against all creditors of, and purchasers from, such Seller. (ii) Whenever Buyer makes a Purchase purchase hereunder from such Seller or Reinvestment(in the case of Treasure Chest) accepts a contribution hereunder from such Seller, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related Assetseach Transferred Asset, free and clear of any Lien Adverse Claim (other than any Lien Permitted Adverse Claim, any Adverse Claim arising solely as the result of any action taken by any Secured Party (or any assignee thereof) Buyer hereunder or by the Administrative Agent Trustee under the Pooling Agreement or any Special New Jersey EPA Claim). (iii) No effective financing statement or other instrument similar in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold effect that covers all or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware part of any Receivable originated by such Seller, any interest therein or any Related Asset with respect thereto is on file in any recording office except financing statements against as to termination statements or releases that are filed on the Seller that include a description of collateral covering First Issuance Date or first Business Day after the Pool Receivables, Related Assets or any other Collateral except First Issuance Date and (x) such as may be filed (A) in favor of the Originators such Seller in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Buyer pursuant to this Agreement or and (C) in favor of the Secured Parties or Trustee, for the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital benefit of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator Investor Certificateholders and Purchasers, in accordance with the provisions Pooling Agreement and (y) such as may have been identified to Buyer prior to the First Issuance Date and termination statements relating to which have been placed with LEXIS Document Services (or a similar service acceptable to the Trustee) for filing within two Business Days of the Sale First Issuance Date. No effective financing statement or instrument similar in effect relating to perfection that covers any inventory of such Seller that might give rise to Receivables is on file in any recording office except for (so long as an Intercreditor Agreement is in effect) financing statements or instruments in favor of creditors of such Seller bound by such Intercreditor Agreement. (iv) of cashNo Purchase by Buyer from such Seller (and, an increase in the principal amount case of Treasure Chest, no capital contribution to Buyer whether or not made in connection with a Purchase) constitutes a fraudulent transfer or fraudulent conveyance under the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for United States Bankruptcy Code or on account of an antecedent debt owed by any Originator to the Seller and no such sale applicable state bankruptcy or insolvency laws or is otherwise void or may be voidable or subject to avoidance subordination under similar laws or principles or for any other reason. (v) Each Purchase by Buyer from such Seller constitutes a true and valid sale of the Receivables and Related Assets under applicable lawstate law and true and valid assignments and transfers for consideration (and not merely a pledge of the Receivables and Related Assets for security purposes), enforceable against the creditors of such Seller, and no Receivables or Related Assets transferred to Buyer hereunder shall constitute property of such Seller.

Quality of Title. (ia) This Each Pool Asset is owned by the Borrower free and clear of any Adverse Claim (other than any Adverse Claim in favor of the Agent); the Security Agreement creates a valid and continuing perfected first priority security interest (as defined in the applicable UCCUCC Section 1-201) in the Collateral in favor of the Administrative Agent (for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the in each Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related AssetsAsset, free and clear of any Lien Adverse Claim (other than any Lien arising Adverse Claim in favor of the Agent) as security for the result of Obligations; and no financing statement or other instrument similar in effect covering any action taken by Pool Receivable, any Secured Party (other Pool Asset or any assignee thereof) other asset or by property of the Administrative Borrower is on file in any recording office except such as may be filed in favor of Agent in connection accordance with this Agreement. (b) The Borrower has caused the Transaction Documents); (iv) other than filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to of the Administrative Agent Agent, for the benefit of the Secured Parties pursuant Lenders, in the Pool Assets. (c) Other than the grant of the security interest in the Pool Assets to this the Agent, for the benefit of the Lenders under the Security Agreement, the Seller Borrower has not pledged, assigned, sold or sold, granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller Pool Assets or any of its other assets or properties to any other Person. The Borrower has not authorized the filing of, and is not aware of any financing statements against statement by any other Person other than the Seller that include a description Agent. (d) The rights granted hereunder and under the Security Agreement to the Agent and the Secured Parties are sufficient to enable the Agent and the Secured Parties, on the exercise of collateral covering their secured creditor remedies in respect of the Pool Receivables, Related Assets or any other Collateral except such as may be filed (A) in favor of the Originators in accordance with the ContractsTransaction Documents and applicable law, (B) in favor to transfer good and marketable title to the Pool Assets without the necessity of the Seller in connection with the Sale Agreement Agent or (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or in connection with holding any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase interest in the principal amount of the Initial Seller Note and/or an increase Aspen Software in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred order to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable lawgive effect thereto.

Quality of Title. (i) This Agreement creates a valid Immediately before each purchase to be made by Buyer hereunder and continuing security interest (as defined in the applicable UCC) in the Collateral in favor case of the Administrative Agent for the benefit Parent) each contribution to be made hereunder to Buyer, each Receivable and Specified Asset of the Secured Partiessuch Seller that is then to be transferred to Buyer thereunder, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral related contracts, shall be owned by such Seller free and clear of any Lien Adverse Claim (other than any Lien Permitted Adverse Claim or any Adverse Claim arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) Buyer hereunder or by the Administrative Agent in connection with under the Transaction DocumentsReceivables Sale Agreement); provided that the existence of an Adverse Claim that is released on the First Issuance Date shall not constitute a breach of this representation and warranty; and such Seller shall have made all UCC filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of Buyer and its successors in the Receivables and Related Assets against all creditors of, and purchasers from, such Seller. (iiiii) when any Purchaser Whenever Buyer makes a Purchase purchase hereunder from such Seller or Reinvestment(in the case of the Parent) accepts a contribution hereunder from such Seller, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables each Receivable and Related Assetsother Specified Asset, free and clear of any Lien Adverse Claim (other than any Lien Permitted Adverse Claim or any Adverse Claim arising solely as the result of any action taken by any Secured Party (or any assignee thereof) Buyer hereunder or by the Administrative Agent under the Receivables Sale Agreement). (iii) No effective UCC financing statement or other instrument similar in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold effect that covers all or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware part of any financing statements against the Seller that include a description of collateral covering the Pool ReceivablesReceivable originated by such Seller, Related Assets any interest therein or any other Collateral Specified Asset with respect thereto is on file in any recording office except (x) such as may be filed (A) in favor of the Originators such Seller in accordance with the Contractsrelated contracts, (B) in favor of the Seller in connection with the Sale Buyer pursuant to this Agreement or and (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction DocumentsAgent, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions Receivables Sale Agreement and (y) such as may have been identified to Buyer prior to the First Issuance Date and UCC termination statements (or appropriate releases releasing any Receivables and Related Assets described therein) relating to which have been filed and recorded on or prior to the First Issuance Date. No effective financing statement or instrument similar in effect relating to perfection that covers any inventory of such Seller that might give rise to Receivables is on file in any recording office. (iv) No Purchase by Buyer from such Seller (and, in the case of the Sale AgreementParent, no capital contribution to Buyer, whether or not made in connection with a Purchase) of cash, an increase in constitutes a fraudulent transfer or fraudulent conveyance under the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for United States Bankruptcy Code or on account of an antecedent debt owed by any Originator to the Seller and no such sale applicable state bankruptcy or insolvency laws or is otherwise void or may be voidable or subject to avoidance subordination under similar laws or principles or for any other reason. (v) Each Purchase by Buyer from such Seller constitutes a true and valid sale of the Receivables and Related Assets under applicable lawstate law and true and valid assignments and transfers for consideration (and not merely a pledge of the Receivables and Related Assets for security purposes), enforceable against the creditors of such Seller, and no Receivables or Related Assets transferred to Buyer hereunder shall constitute property of such Seller.

Quality of Title. (iA) This Agreement creates a valid Immediately before each transfer to be made by Transferor hereunder, each Receivable and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior other Transferred Asset that was then to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title be transferred to the Pool Receivables, Related Assets and the other Collateral Trust hereunder was owned by Transferor free and clear of any Lien Adverse Claim (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction DocumentsPermitted Adverse Claim); and on or before the Closing Date, Transferor made, or caused to be made, all filings and took all other action under applicable law in each relevant jurisdiction in order to protect and perfect or permit the Trustee to protect and perfect the Trust's interest in such Receivables and such Transferred Assets against all creditors of, and purchasers from, Transferor and Seller. (iiiB) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired Each transfer of Receivables and shall at all times thereafter continuously maintain other Transferred Assets by Transferor to the Trust pursuant to this Agreement constitutes a valid transfer and perfected first priority undivided percentage ownership assignment to Trustee of all right, title and interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group Transferor in the Pool such Receivables and Related other Transferred Assets, free and clear of any Lien Adverse Claim (other than any Lien arising as Permitted Adverse Claim), and constitutes either an absolute transfer of such property to the result Trust or a grant of a first priority perfected security interest in such property to the Trust. Whenever the Trust accepts a transfer of a Receivable or other Transferred Asset hereunder, it shall have acquired ownership of or a valid and perfected first priority security interest in such Receivable or other Transferred Asset free and clear of any action taken by any Secured Party Adverse Claim (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold any Permitted Adverse Claim). (C) No effective Public Notice that covers all or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware part of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or Transferred Asset is on file in any other Collateral recording office except such as may be filed (Ai) in favor of the Originators Seller in accordance with the ContractsObligor Loan Agreements, (Bii) in favor of Transferor pursuant to the Seller in connection with the Sale Purchase Agreement or and (Ciii) in favor of Trustee, for the Secured Parties or benefit of the Administrative Agent Investor Certificateholders, in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties Agreement. (or any assignee thereofD) or by the Administrative Agent in connection with the Transaction DocumentsTransferor is, and (vi) with respect to each Pool Receivable, after the Seller (A) shall have received such Pool Receivable as a contribution to the capital consummation of the Seller transactions contemplated by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale this Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may will be voidable or subject to avoidance under applicable lawSolvent.

Quality of Title. (i) This Agreement creates a valid Each Pool Receivable, together with the related Contract and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Partiesall purchase orders and other agreements related to such Pool Receivable, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the owned by Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien Adverse Claim (other than any Lien Adverse Claim arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) a Purchaser or by the Administrative Agent Agent) except as provided herein; each Pool Receivable was purchased by Seller from an Originator pursuant to a Second Tier Sale Agreement in connection with a "true sale" transaction (or by Seller from Interagency, Inc. pursuant to the Transaction DocumentsIntermediate Sale Agreement in a "true sale" transaction and Interagency, Inc., in turn, purchased such Pool Receivable from an Originator pursuant to a Second Tier Sale Agreement in a "true sale" transaction), which sale is enforceable against all creditors of, and purchasers from, such Originator, and Seller took all steps necessary to perfect its ownership interest in such Pool Receivable against such Originator; (iii) when any Purchaser the Administrative Agent, on behalf of the Purchasers, makes a Purchase or ReinvestmentPurchase, it shall have acquired and shall at all times thereafter continuously maintain continue to have maintained a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Undivided Interest funded by the related Purchaser Group in each Pool Receivable and in the Pool Receivables Related Security and Related AssetsCollections with respect thereto, free and clear of any Lien Adverse Claim (other than any Lien Adverse Claim arising solely as the result of any action taken by any Secured Party (or any assignee thereof) a Purchaser or by the Administrative Agent in connection with the Transaction DocumentsAgent); (iv) and no effective financing statement or other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral instrument similar in effect covering the Pool Receivables, Related Assets or any other Collateral part thereof is on file in any recording office except such as may be filed (Ai) in favor of the Originators an Originator in accordance with the Contracts, or in accordance with this Agreement with respect to Pool Receivables purchased by SCI from any Originator, or (Bii) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties a Purchaser or the Administrative Agent in accordance with this Agreement or in 25 connection with any Lien Adverse Claim arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) a Purchaser or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable lawAgent.

Quality of Title. (ia) This Each Pool Asset is owned by the Borrower free and clear of any Adverse Claim (other than any Adverse Claim in favor of the Agent); the Security Agreement creates a valid and continuing perfected first priority security interest (as defined in the applicable UCCUCC Section 1-201) in the Collateral in favor of the Administrative Agent (for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the in each Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related AssetsAsset, free and clear of any Lien Adverse Claim (other than any Lien arising Adverse Claim in favor of the Agent) as security for the result of Obligations; and no financing statement or other instrument similar in effect covering any action taken by Pool Receivable, any Secured Party (other Pool Asset or any assignee thereof) other asset or by property of the Administrative Borrower is on file in any recording office except such as may be filed in favor of Agent in connection accordance with this Agreement. (b) The Borrower has caused the Transaction Documents); (iv) other than filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to of the Administrative Agent Agent, for the benefit of the Secured Parties pursuant Lenders, in the Pool Assets, to this the extent that such security interest can be perfected by filing. (c) Other than the grant of the security interest in the Pool Assets to the Agent, for the benefit of the Lenders under the Security Agreement, the Seller Borrower has not pledged, assigned, sold or sold, granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller Pool Assets or any of its other assets or properties to any other Person. The Borrower has not authorized the filing of, and is not aware of any financing statements against statement by any other Person other than the Seller that include a description Agent. (d) The rights granted hereunder and under the Security Agreement to the Agent and the Secured Parties are sufficient to enable the Agent and the Secured Parties, on the exercise of collateral covering their secured creditor remedies in respect of the Pool Receivables, Related Assets or any other Collateral except such as may be filed (A) in favor of the Originators in accordance with the ContractsTransaction Documents and applicable law, (B) in favor to transfer good and marketable title to the Pool Assets without the necessity of the Seller in connection with the Sale Agreement Agent or (C) in favor of the Secured Parties or holding any interest in the Administrative Agent Aspen Software in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties order to give effect thereto. (or any assignee thereofe) or by the Administrative Agent in connection with the Transaction Documents, All representations and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital warranties of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase Borrower in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration Security Agreement are true and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable lawcorrect.

Quality of Title. (i) This Agreement creates a valid Each Pool Receivable, together with the related Contract and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Partiesall purchase orders and other agreements related to such Pool Receivable, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the owned by Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien Adverse Claim (other than any Lien Adverse Claim arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) Purchaser or by the Administrative Agent Agent) except as provided herein; if such Pool Receivable was purchased by Seller from an Originator, Seller acquired such Pool Receivable in connection with the Transaction Documentsa true sale transaction, which sale is enforceable against all creditors of, and purchasers from, such Originator, and, except as set forth on Schedule 6.01(i), Seller took all steps necessary to perfect its ownership interest in such Pool Receivable against such Originator; (iii) when any Purchaser makes a Purchase or ReinvestmentPurchase, it shall have acquired and shall at all times thereafter continuously maintain continue to have maintained a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset its Undivided Interest funded by the related Purchaser Group in each Pool Receivable and in the Pool Receivables Related Security and Related AssetsCollections with respect thereto, free and clear of any Lien Adverse Claim (other than any Lien Adverse Claim arising solely as the result of any action taken by any Secured Party (or any assignee thereof) Purchaser or by the Administrative Agent in connection with the Transaction DocumentsAgent); (iv) and no effective financing statement or other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral instrument similar in effect covering the Pool Receivables, Related Assets or any other Collateral part thereof is on file in any recording office except such as may be filed (Ai) in favor of the Originators Seller in accordance with the Contracts, or in accordance with this Agreement with respect to Pool Receivables purchased by Seller from any Originator, (Bii) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties Purchaser or the Administrative Agent in accordance with this Agreement or in connection with any Lien Adverse Claim arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) Purchaser or by the Administrative Agent in connection with the Transaction DocumentsAgent, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (Biii) shall have purchased in favor of BofA, as Collateral Trustee, or any successor in such Pool Receivable from the applicable Originator capacity, as described in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable lawSection 11.01.

Quality of Title. (iA) This Agreement creates a valid Immediately before each transfer to be made by Transferor hereunder, each Receivable and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior Related Transferred Asset that was then to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title be transferred to the Pool Receivables, Related Assets and the other Collateral Trust hereunder was owned by Transferor free and clear of any Lien Adverse Claim (other than any Lien arising solely as the result of any action taken by any Secured Parties (Permitted Adverse Claim or any assignee thereof) Special New Jersey EPA Claim); and, within two Business Days after the First Issuance Date, Transferor and Servicer made, or by caused to be made, all filings and took all other action under applicable law in each relevant jurisdiction in order to protect and perfect the Administrative Agent Trust's interest in connection with such Receivables, such Related Transferred Assets and the funds in the Transaction Documents); Accounts against all creditors of, and purchasers from, Transferor and the Sellers. (iiiB) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired Each transfer of Receivables and shall at all times thereafter continuously maintain other Transferred Assets by Transferor to the Trust pursuant to this Agreement constitutes a valid transfer and perfected first priority undivided percentage ownership interest assignment to the extent Trust of the portion all right, title and interest of the Asset Interest funded by the related Purchaser Group Transferor in the Pool Receivables and the Related Transferred Assets, free and clear of any Lien Adverse Claim (other than any Lien arising as Permitted Adverse Claim or any Special New Jersey EPA Claim), and constitutes either an absolute transfer of such property to the result Trust or a grant of a first priority perfected security interest in such property to the Trust. Whenever the Trust accepts a transfer of a Receivable or a Related Transferred Asset hereunder, it shall have acquired a valid and perfected first priority interest in such Receivable or Related Transferred Asset free and clear of any action taken by Adverse Claim (other than any Secured Party (Permitted Adverse Claim or any assignee thereof) or by the Administrative Agent in connection with the Transaction DocumentsSpecial New Jersey EPA Claim); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral except such as may be filed (A) in favor of the Originators in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Agreement or . (C) No effective financing statement or other instrument similar in favor effect that covers all or part of any Transferred Asset or any interest in any proceeds thereof is on file in any recording office except financing statements as to which termination statements or releases are filed within three Business Days after the Secured Parties First Issuance Date and except filings relating to any Permitted Adverse Claim or any Special New Jersey EPA Claim. (D) No acquisition of any Receivable or Related Transferred Asset by Transferor or the Administrative Agent in accordance with this Agreement Trust constitutes a fraudulent transfer or in connection with any Lien arising solely as fraudulent conveyance under the result of any action taken by the Secured Parties (United States Bankruptcy Code or any assignee thereof) applicable state bankruptcy or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator insolvency laws or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for is otherwise void or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance subordination under applicable lawsimilar laws or principles or for any other reason.

Quality of Title. (i) This Agreement creates The Borrower has acquired from Compass, for fair consideration and reasonably equivalent value, all of the right, title, and interest in each Pool Receivable and the Related Assets in respect thereof and such acquisition constitutes a valid True Sale. The Borrower has received all consents and continuing security interest (as defined approvals required by the terms of the Related Documents in respect of the applicable UCC) in Pool Receivables to the Collateral in favor of transfer thereof to the Borrower and to the pledge hereunder to the Administrative Agent of its interest and rights in such Pool Receivables. Immediately prior to each sale or contribution of a Receivable under the Sale Agreement, Compass owned each Contract and Pool Receivable and the Related Assets related thereto free and clear of any Adverse Claim; and upon any Transfer under the Sale Agreement, the Collateral Agent (for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain has the benefit of a valid and perfected first priority undivided percentage ownership perfected security interest to in each Pool Receivable, together with the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related Assets, free and clear of any Adverse Claim; and no valid effective financing statement or other instrument similar in effect covering any Pool Receivable, any interest therein or the Related Assets is on file in any recording office except Permitted Lien Filings. Without limiting the foregoing, no Chattel Paper evidencing Pool Receivables (other than x) is in the possession of (or, in the case of electronic Chattel Paper, under the control of) any Lien arising as the result of any action taken by any Secured Party (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iv) Person other than the security interest granted to the Administrative Agent Servicer (for the benefit of the Secured Parties pursuant to this AgreementCollateral Agent and the Borrower), the Seller Collateral Agent or the Collateral Agent’s designee, or (y) has not any marks or notations indicating that it has been pledged, assigned, sold or granted a security interest in, or otherwise conveyed to any of Person other than the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral except such as may be filed (A) in favor of the Originators in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties Borrower or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable lawCollateral Agent.

Quality of Title. (i) This Agreement creates a valid Prior to its sale or contribution to its Related SPE hereunder, each Receivable, together with the Related Assets, and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest any related Lease Device is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral owned by it free and clear of any Lien Adverse Claim (other than Permitted Adverse Claims and any Lien Adverse Claims arising under any Transaction Document); when its Related SPE makes a purchase of or acquires such Receivable and Related Assets and any related Lease Device by contribution, such SPE shall have acquired, for fair consideration and reasonably equivalent value, all right, title and interest of such Originator thereto (and such Originator represents and warrants that it has taken all steps under the UCC necessary to transfer such good title and ownership interests in such assets), free and clear of any Adverse Claim (other than Permitted Adverse Claims and any Adverse Claim arising under any Transaction Document); and no valid effective financing statement or other instrument similar in effect covering any Receivable, any interest therein, the Related Assets and any Lease Devices is on file in any recording office, except such as may be filed (i) in favor of such Originator or its Related SPE in accordance with the Contracts or any Transaction Document (and assigned to the Collateral Agent), (ii) in favor of its Related SPE in accordance with this Agreement, (iii) in connection with any Adverse Claim arising solely as the result of any action taken by any Secured Parties Purchaser (or any assignee thereof) or by the Collateral Agent or (iv) in favor of any Purchaser or Administrative Agent in connection accordance with the Receivables Purchase Agreement or any Transaction Documents); Document. Without limiting the foregoing, no Chattel Paper evidencing Receivables (iiix) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group is in the Pool Receivables and Related Assetspossession of (or, free and clear in the case of electronic Chattel Paper, under the control of) any Lien (other than any Lien arising as the result of any action taken by any Secured Party (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iv) Person other than the security interest granted to the Administrative Agent Servicer (for the benefit of the Secured Parties pursuant to this AgreementCollateral Agent and applicable SPE), the Seller Collateral Agent or the Collateral Agent’s designee or (y) has not any marks or notations indicating that it has been pledged, assigned, sold or granted a security interest in, assigned or otherwise conveyed to any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any Person other Collateral except such as may be filed (A) in favor of the Originators in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties than an SPE or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable lawCollateral Agent.

Quality of Title. (i) This Agreement creates a valid The Borrower has acquired, for fair consideration and continuing security reasonably equivalent value, all of the right, title and interest (as defined in of the applicable UCC) Originator in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the each Pool Receivables, Related Assets Receivable and the other Collateral Related Security. Each Pool Receivable and the Related Security is owned by Borrower free and clear of any Lien (Adverse Claim other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by Permitted Liens; the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership perfected security interest to the extent in each Pool Receivable and Collections and proceeds of any of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related Assetsforegoing, free and clear of any Lien (Adverse Claim other than Permitted Liens; and no financing statement or other instrument similar in effect covering any Lien arising as the result of Pool Receivable and any action taken by interest therein is on file in any Secured Party (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral recording office except such as may be filed (Ai) in favor of the Originators Borrower in accordance with any Transaction Document (and assigned to the ContractsAdministrative Agent), or (Bii) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or any Transaction Document. Accurate Reports. No Information Package, Purchase Report or any other information, exhibit, financial statement, document, book, record or report furnished or to be furnished by or on behalf of any Hill-Rom Party or any of their respective Affiliates to Administrative Agent, any Group Agent, any Liquidity Provider or any other Secured Party in connection with the Collateral, this Agreement or the other Transaction Documents: (i) was or will be untrue or inaccurate in any Lien arising solely material respect as of the result date it was or will be dated or as of the date so furnished; or (ii) contained or will contain when furnished any action taken material misstatement of fact or omitted or will omit to state a material fact or any fact necessary to make the statements contained therein not misleading; provided, however, that with respect to projected financial information and information of a general economic or industry specific nature, the Borrower represents only that such information has been prepared in good faith based on assumptions believed by the Secured Parties Borrower to be reasonable at the time such information was delivered. UCC Details. The Borrower’s true legal name as registered in the sole jurisdiction in which it is organized, the jurisdiction of such organization, its organizational identification number, if any, as designated by the jurisdiction of its organization, its federal employer identification number, if any, and the location of its chief executive office and principal place of business are specified in Schedule 7.01(m) and the offices where the Borrower keeps all its Records are located at the addresses specified in Schedule 7.01(m) (or any assignee thereof) or by at such other locations, notified to the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such OriginatorSection 8.01(f)), in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable law.jurisdictions where 53

Quality of Title. (i) This Agreement creates a valid Immediately before each purchase to be made by Buyer hereunder and continuing security interest (as defined in the applicable UCCcase of Xxxxxx) in the Collateral in favor each contribution to be made hereunder to Buyer, each Receivable and Related Asset of the Administrative Agent for the benefit of the Secured Partiessuch Seller that is then to be transferred to Buyer thereunder, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral related Contracts, shall be owned by such Seller free and clear of any Lien Adverse Claim (other than any Lien Permitted Adverse Claim or any Adverse Claim arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) Buyer hereunder or by the Administrative Agent in connection with Trustee under the Transaction DocumentsIndenture); and such Seller shall have made all filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of Buyer and its successors in the Receivables and Related Assets against all creditors of, and purchasers from, such Seller. (iiiii) when any Purchaser Whenever Buyer makes a Purchase purchase hereunder from such Seller or Reinvestment(in the case of Xxxxxx) accepts a contribution hereunder from such Seller, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related Assetseach Transferred Asset, free and clear of any Lien Adverse Claim (other than any Lien Permitted Adverse Claim, any Adverse Claim arising solely as the result of any action taken by any Secured Party (or any assignee thereof) Buyer hereunder or by the Administrative Agent Trustee under the Indenture). (iii) No effective financing statement or other instrument similar in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold effect that covers all or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware part of any financing statements against the Seller that include a description of collateral covering the Pool ReceivablesReceivable originated by such Seller, Related Assets any interest therein or any other Collateral Related Asset with respect thereto is on file in any recording office except such as may be filed (A) in favor of the Originators such Seller in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Buyer pursuant to this Agreement or and (C) in favor of the Secured Parties or Trustee, for the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital benefit of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator Noteholders, in accordance with the provisions Indenture. No effective financing statement or instrument similar in effect relating to perfection that covers any inventory of the Sale such Seller that might give rise to Receivables is on file in any recording office except for (so long as an Intercreditor Agreement is in effect) financing statements or instruments in favor of creditors of such Seller bound by such Intercreditor Agreement. (iv) of cashNo Purchase by Buyer from such Seller (and, an increase in the principal amount case of Xxxxxx, no capital contribution to Buyer whether or not made in connection with a Purchase) constitutes a fraudulent transfer or fraudulent conveyance under the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for United States Bankruptcy Code or on account of an antecedent debt owed by any Originator to the Seller and no such sale applicable state bankruptcy or insolvency laws or is otherwise void or may be voidable or subject to avoidance subordination under similar laws or principles or for any other reason. (v) Each Purchase by Buyer from such Seller constitutes a true and valid sale of the Receivables and Related Assets under applicable lawstate law and true and valid assignments and transfers for consideration (and not merely a pledge of the Receivables and Related Assets for security purposes), enforceable against the creditors of, and other purchasers from, such Seller, and no Receivables or Related Assets transferred to Buyer hereunder shall constitute property of such Seller.

Quality of Title. (i) This Agreement creates It has acquired from Compass, for fair consideration and reasonably equivalent value, all of the right, title, and interest in each Pool Receivable and the Related Assets in respect thereof and such acquisition constitutes a valid True Sale. The Borrower has received all consents and continuing security interest (as defined approvals required by the terms of the Related Documents in respect of the applicable UCC) in Pool Receivables to the Collateral in favor of transfer thereof to the Borrower and to the pledge hereunder to the Administrative Agent of its interest and rights in such Pool Receivables. Each Contract and Pool Receivable and the Related Assets related thereto, are owned by it free and clear of any Adverse Claim; and upon any Transfer the Collateral Agent (for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain have the benefit of a valid and perfected first priority undivided percentage ownership 751499193.15 22727329 75 perfected security interest to in each Pool Receivable, together with the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related Assets, free and clear of any Adverse Claim; and no valid effective financing statement or other instrument similar in effect covering any Pool Receivable, any interest therein or the Related Assets is on file in any recording office except for the following (“Permitted Lien Filings”): (i) such a financing statement or other than instrument filed (x) in favor of Compass or the Borrower in accordance with any Lien arising as Transaction Document (and assigned to the result of any action taken by any Secured Party (or any assignee thereofCollateral Agent) or by (y) in favor of the Administrative Agent in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral except such as may be filed (A) in favor of the Originators in accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties Transaction Document, (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (viii) with respect to each Pool Receivable, (x) such state-level UCC financing statement that has been recorded in favor of Compass and (y) such county-level fixture disclaimer statement that has been recorded; (iii) such a financing statement or other instrument that meets the Seller following conditions: (Ax) shall have received such Pool Receivable it names Barclays Bank PLC (or the applicable successor agent thereunder) as a contribution secured party, (y) from and after the initial Borrowing Date, it relates to liens that are subject to the capital ADT Barclays Lien Release Acknowledgement and (z) it does not have the effect of perfecting any security interest in any Pool Receivable, Related Asset or interest therein, (iv) financing statement number 2022 0190447 filed on January 7, 2022 with the Seller by Secretary of State of Delaware naming ADT as debtor and Xxxxx Fargo Bank, National Association (or the applicable Originator or successor agent thereunder) as secured party, provided that (Bx) shall have purchased such Pool Receivable from and after the applicable Originator in exchange for payment (made by the Seller initial Borrowing Date, it relates to liens that are subject to the Originator ADT Xxxxx Fargo Lien Release Acknowledgement and (y) it does not have the effect of perfecting any security interest in accordance with any Pool Receivable, Related Asset or interest therein, and (v) such a financing statement or other instrument naming Compass as debtor that meets the provisions of the Sale Agreementfollowing conditions: (x) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in it is filed after all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale filings referred to in the foregoing clause (vii), and (y) except as permitted under clause (i) above, it does not have the effect of perfecting any security interest in any Pool Receivable, Related Asset or interest therein. Without limiting the foregoing, no Chattel Paper evidencing Pool Receivables (x) is in the possession of (or, in the case of electronic Chattel Paper, under the control of) any Person other than the eVault Provider or the Servicer (for the benefit of the preceding sentence shall not have Collateral Agent and the Borrower), the Collateral Agent or the Collateral Agent’s designee, or (y) has any marks or notations indicating that it has been made for pledged, assigned, or on account of an antecedent debt owed by otherwise conveyed to any Originator to Person other than the Seller and no such sale is Borrower, the eVault Provider or may be voidable or subject to avoidance under applicable lawthe Collateral Agent.

Quality of Title. (i) This Agreement creates a valid It has acquired, for fair consideration and continuing security reasonably equivalent value, all of the right, title and interest (as defined of its Related Originators in each Lease Device, Lease Contract and Pool Receivable originated by such Related Originators or assigned or transferred to such Related Originators by an ISC Dealer in respect of an ISC Dealer Receivable, and in each case, the Related Assets. The applicable Originator has acquired, for fair consideration and reasonably equivalent value, all of the right, title and interest of the applicable UCC) ISC Dealer in each ISC Dealer Contract and the related ISC Dealer Receivable and Related Assets. Each Lease Device, Lease Contract, ISC Contract and Pool Receivable originated by such Related Originators or, in respect of each ISC Dealer Receivable, assigned or transferred to such Related Originators by an ISC Dealer, and in each case, the Related Assets related thereto, is owned by it free and clear of any Adverse Claim (other than Permitted Adverse Claims and any Adverse Claim arising under any Transaction Document); and upon any Purchase or Reinvestment, as applicable, the Collateral in favor of the Administrative Agent (for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (iiPurchasers) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected ownership interest or first priority undivided percentage ownership perfected security interest to in each Pool Receivable, together with the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables Related Assets and Related AssetsLease Contracts, free and clear of any Lien Adverse Claim (other than Permitted Adverse Claims and any Lien Adverse Claim arising as the result of under any action taken by any Secured Party (or any assignee thereof) or by the Administrative Agent in connection with the Transaction DocumentsDocument); (iv) and no valid effective financing statement or other than instrument similar in effect covering any Lease Device, Lease Contract, Pool Receivable, any interest therein or the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or is on file in any other Collateral recording office except such as may be filed (Ai) in favor of the Originators any Originator or any Seller in accordance with the ContractsContracts or any Transaction Document (and assigned to the Collateral Agent), (Bii) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties any Purchaser or the Administrative Collateral Agent in accordance with this Agreement or any Transaction Document or (iii) in connection with any Lien Adverse Claim arising solely as the result of any action taken by the Secured Parties any Purchaser (or any assignee thereof) or by the Administrative Collateral Agent. Without limiting the foregoing, no Chattel Paper evidencing Pool Receivables (x) is in the possession of (or, in the case of electronic Chattel Paper, under the control of) any Person other than the Servicer (for the benefit of the Collateral Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivableapplicable Sellers), the Seller (A) shall have received such Pool Receivable as a contribution to Collateral Agent or the capital of the Seller by the applicable Originator Collateral Agent’s designee or (By) shall have purchased such Pool Receivable from has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than a Seller or the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable lawCollateral Agent.

Quality of Title. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title Immediately before each transfer to the Pool ReceivablesTrust to be made by NAFCO under this Agreement, each Receivable and Related Assets Asset of NAFCO which is then to be transferred to the Trust hereunder, and the other Collateral related Contracts, shall be owned by NAFCO free and clear of any Lien Adverse Claim (other than any Lien Adverse Claim arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction DocumentsNAFCO under this Agreement); and NAFCO shall have made all filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of the Trust and its successors in such Receivables and Related Assets against all creditors of, and purchasers from, NAFCO. (iiiii) when any Purchaser Whenever NAFCO makes a purchase under the Purchase Agreement or Reinvestmentaccepts a contribution under NAFCO Trust Agreement, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related Assetseach Transferred Asset, free and clear of any Lien Adverse Claim (other than any Lien Adverse Claim arising solely as the result of any action taken by NAFCO under the Purchase Agreement or under this Agreement). (iii) No effective financing statement or other instrument similar in effect that covers all or part of any Secured Party (Receivable, any interest therein or any assignee thereofRelated Asset with respect thereto is on file in any recording office except (x) or by the Administrative Agent in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral except such as may be filed (A) in favor of the Originators Seller in accordance with the Contracts, (B) in favor of NAFCO pursuant to the Seller in connection with the Sale Purchase Agreement or NAFCO Trust Agreement and (C) in favor of the Secured Parties or Trustee, for the Administrative Agent benefit of the Certificateholders, in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (viy) with respect such as may have been identified to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution NAFCO prior to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller Closing Date and termination statements relating to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made placed with LEXIS Document Services for filing on the Closing Date or on account the first Business Day thereafter. (iv) No purchase of an antecedent debt owed interest in any Receivable or Related Asset of National Auto by any Originator to NAFCO from National Auto constitutes a fraudulent transfer or fraudulent conveyance under the Seller and no such sale United States Bankruptcy Code or applicable state bankruptcy or insolvency laws or is otherwise void or may be voidable or subject to avoidance subordination under similar laws or principles or for any other reason. (v) The purchase of Receivables and Related Assets by NAFCO from National Auto constitutes a true and valid sale of such Receivables and Related Assets under applicable lawstate law and true and valid assignments and transfers for consideration (and not merely a pledge of such Receivables and Related Assets for security purposes), enforceable against the creditors of National Auto, and no Receivables or Related Assets transferred to NAFCO under the Purchase Agreement or under NAFCO Trust Agreement shall constitute property of National Auto.

Quality of Title. (i) This Agreement creates a valid Immediately before each purchase to be made by Buyer hereunder and continuing security interest (as defined in the applicable UCC) in the Collateral in favor case of the Administrative Agent for the benefit Parent) each contribution to be made hereunder to Buyer, each Receivable and Specified Asset of the Secured Partiessuch Seller that is then to be transferred to Buyer thereunder, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral related contracts, shall be owned by such Seller free and clear of any Lien Adverse Claim (other than any Lien Permitted Adverse Claim or any Adverse Claim arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) Buyer hereunder or by the Administrative Agent in connection with or the Transaction DocumentsPurchaser Agents under the Receivables Sale Agreement); provided that the existence of an Adverse Claim that is released on the First Issuance Date shall not constitute a breach of this representation and warrant; and such Seller shall have made all UCC filings and shall have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the ownership interest of Buyer and its successors in the Receivables and Related Assets against all creditors of, and purchasers from, such Seller. (iiiii) when any Purchaser Whenever Buyer makes a Purchase purchase hereunder from such Seller or Reinvestment(in the case of the Parent) accepts a contribution hereunder from such Seller, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables each Receivable and Related Assetsother Specified Asset, free and clear of any Lien Adverse Claim (other than any Lien Permitted Adverse Claim or any Adverse Claim arising solely as the result of any action taken by any Secured Party (or any assignee thereof) Buyer hereunder or by the Administrative Agent or the Purchaser Agents under the Receivables Sale Agreement). (iii) No effective UCC financing statement or other instrument similar in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold effect that covers all or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware part of any financing statements against the Seller that include a description of collateral covering the Pool ReceivablesReceivable originated by such Seller, Related Assets any interest therein or any other Collateral except Specified Asset with respect thereto is on file in any recording office except, (x) such as may be filed (A) in favor of the Originators such Seller in accordance with the Contractsrelated contracts, (B) in favor of the Seller in connection with the Sale Buyer pursuant to this Agreement or and (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction DocumentsAgent, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions Receivables Sale Agreement and (y) such as may have been identified to Buyer prior to the First Issuance Date and UCC termination statements (or appropriate releases releasing any Receivables and Related Assets described therein) relating to which have been filed and recorded on or prior to the First Issuance Date. No effective financing statement or instrument similar in effect relating to perfection that covers any inventory of such Seller that might give rise to Receivables is on file in any recording office. (iv) No Purchase by Buyer from such Seller (and, in the case of the Sale AgreementParent, no capital contribution to Buyer, whether or not made in connection with a Purchase) of cash, an increase in constitutes a fraudulent transfer or fraudulent conveyance under the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for United States Bankruptcy Code or on account of an antecedent debt owed by any Originator to the Seller and no such sale applicable state bankruptcy or insolvency laws or is otherwise void or may be voidable or subject to avoidance subordination under similar laws or principles or for any other reason. (v) Each Purchase by Buyer from such Seller constitutes a true and valid sale of the Receivables and Related Assets under applicable lawstate law and true and valid assignments and transfers for consideration (and not merely a pledge of the Receivables and Related Assets for security purposes), enforceable against the creditors of such Seller, and no Receivables or Related Assets transferred to Buyer hereunder shall constitute property of such Seller.

Quality of Title. (i) This Agreement creates a valid Each Designated Receivable and continuing security interest (as defined in all Receivables Property which is to be transferred to the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) Issuer by the Seller owns and has good and marketable title to shall be transferred by the Pool Receivables, Related Assets and the other Collateral Seller free and clear of any Lien Adverse Claim (other than any Lien arising solely as Permitted Lien); prior to such transfer the result of any action taken Seller shall have made all filings under applicable law in each relevant jurisdiction that can be made to protect and perfect the Issuer's ownership interest in all Purchased Receivables and Receivables Property (to the extent that the Receivables Property constitutes property an ownership interest in which may be perfected by any Secured Parties (or any assignee thereoffiling a financing statement under the UCC in the Applicable Jurisdictions) or by against all creditors of, and purchasers from, the Administrative Agent Seller and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full; and the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it Issuer shall have acquired and shall at all times thereafter continuously maintain continue to have maintained a valid and perfected first priority undivided percentage ownership interest in each Purchased Receivable and the Receivables Property (to the extent of that the portion of Receivables Property constitutes property an ownership interest in which may be perfected by filing a financing statement under the Asset Interest funded by the related Purchaser Group UCC in the Pool Receivables and Related Assets, Applicable Jurisdictions) free and clear of any Lien Adverse Claim (other than any Lien arising as the result of Permitted Lien); and no effective financing statement or other instrument similar in effect covering any action taken by Purchased Receivable, any Secured Party (interest therein or any assignee thereof) or by the Administrative Agent Receivables Property with respect thereto is on file in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of, and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral recording office except such as may be filed (Ai) in favor of the Originators in accordance with the Contracts, Issuer pursuant to this Agreement or (Bii) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to the Seller and no such sale is or may be voidable or subject to avoidance under applicable lawIndenture Trustee.

Quality of Title. (iA) This Agreement creates a valid Each Receivable and continuing security interest (as defined Related Transferred Asset included in the applicable UCC) in Pledged Assets is owned by the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller, (ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral Issuer free and clear of any Lien Adverse Claim (other than any Lien arising solely as the result of any action taken by any Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction DocumentsPermitted Adverse Claim); (iii) when any Purchaser makes a Purchase and, on or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a valid and perfected first priority undivided percentage ownership interest prior to the extent of Closing Date, the portion of Issuer and the Asset Interest funded by Servicer have made, or have caused to be made, all filings and have taken all other action under applicable law in each relevant jurisdiction in order to protect and perfect the related Purchaser Group Issuer's and the Trustee's respective interests in such Receivables, such Related Transferred Assets and the funds in the Pool Receivables and Related Assets, free and clear of any Lien (other than any Lien arising as the result of any action taken by any Secured Party (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing Trust Accounts against all creditors of, and is not aware purchasers from, the Issuer and the Sellers. (B) No effective financing statement or other instrument similar in effect that covers all or part of any financing statements against Receivable included in the Seller that include a description of collateral covering the Pool ReceivablesPledged Assets, any Related Assets Transferred Asset, any other Pledged Asset or any other Collateral interest in any thereof is on file in any recording office except such as may be filed (A1) in favor of the Originators a Seller in accordance with the Contracts, (B2) in favor of the Seller in connection with Issuer pursuant to the Sale Purchase Agreement or (Cand assigned to the Trustee pursuant to this Indenture), and (3) in favor of the Secured Parties or Trustee, for the Administrative Agent benefit of the Noteholders, in accordance with this Agreement Indenture. (C) No acquisition (including, without limitation, pursuant to the Purchase Agreement, the Pre-Existing StoneFin Purchase Agreement, the Pre-Existing StoneFin II Purchase Agreement, the Merger or in connection with any Lien arising solely as the result otherwise) of any action taken Receivable or Related Transferred Asset by the Secured Parties (Issuer, StoneFin or StoneFin II nor any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have received such Pool Receivable as a contribution grant of security herein to the capital of Trustee constitutes a fraudulent transfer or fraudulent conveyance under the Seller by the United States Bankruptcy Code or applicable Originator state bankruptcy or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for insolvency laws or on account of an antecedent debt owed by any Originator to the Seller and no such sale is otherwise void or may be voidable or subject to avoidance subordination under similar laws or principles or for any other reason. (D) The transfers of such Receivables and Related Transferred Assets (i) prior to the Merger, by each applicable Seller to StoneFin pursuant to the Pre-Existing StoneFin Purchase Agreement (ii) prior to the Merger, by each applicable Seller to StoneFin II pursuant to the Pre-Existing StoneFin II Purchase Agreement, and (iii) by each applicable Seller to the Issuer pursuant to the Purchase Agreement, in each case, constitutes a true and valid assignment and transfer for consideration of such Receivables and Related Transferred Assets under applicable lawstate law (and not merely a pledge of such Receivables and Related Transferred Assets for security purposes), enforceable against the creditors of the applicable Seller, and any Receivables and Related Transferred Assets so transferred do not constitute property of the Sellers.