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 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. (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 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 Collateral Agent. (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.i)

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. (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 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. 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. Each Receivable in which an Undivided Interest is to be sold to Purchaser (itogether with the Related Security for such Undivided Interest) 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 shall be 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 (A) 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 and, (B) in connection the case of the Related Security constituting the Mortgage on the Vacation Interest securing a Mortgage Loan, (i) any mechanics and materialmen's lien thereon, (ii) the lien of any condominium, homeowners or timeshare association with respect to any annual maintenance fees or the Transaction Documents); lien of real property taxes, ground rents, water charges, sewer rents and assessments not yet delinquent or accruing interest or penalties, and (iii) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially interferes with the current use or operation of such Vacation Interest or the security intended to be provided by the related Mortgage or with the Obligor's ability to pay its obligations under the related Mortgage Loan when any they become due, or materially and adversely affects the value of such Vacation Interest). When Purchaser makes a Purchase or Reinvestment, Reinvestment it shall have acquired acquire and shall continue to maintain (at all times thereafter continuously maintain when the Aggregate Undivided Interest is not zero) a valid and perfected upon the completion of the necessary action, perfected, first priority undivided percentage ownership fractional interest to the extent of the portion of the Asset its Undivided Interest funded by the related Purchaser Group in each 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 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 Adverse Claim arising solely as the result of any action taken by Purchaser or by the Secured Parties Agent). No effective financing statement or other instrument similar in effect covering any Receivable, any interest therein, or the Related Security or Collections with respect thereto is on file in any recording office except for financing statements that may be filed (i) in favor of Sunterra or any Originator in accordance with the Timeshare Loans, (ii) in favor of Seller in accordance with the Purchase and Sale Agreement, (iii) in favor of Purchaser or the Agent in accordance with this Agreement, or (iv) in connection with any Adverse Claim arising solely as the result of any action taken by Purchaser (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 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 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 law.the Collateral Agent. (k)

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. (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