Common use of Quality of Title Clause in Contracts

Quality of Title. (a) Each Receivable of the Originator (together with the Related Rights with respect to such Receivable) which is to be sold to the Company hereunder is or shall be owned by the Originator, free and clear of any Adverse Claim, except as provided herein and in the Receivables Purchase Agreement. Whenever the Company makes a purchase or accepts a contribution hereunder, it shall have acquired and shall continue to have maintained a valid and perfected ownership interest (free and clear of any Adverse Claim) in all Receivables generated by the Originator and all Collections related thereto, and in the Originator's entire right, title and interest in and to the Related Rights with respect thereto. (b) No effective financing statement or other instrument similar in effect covering any Receivable generated by the Originator or any Related Rights is on file in any recording office except such as may be filed in favor of the Company or the Originator, as the case may be, in accordance with this Agreement or in favor of the Administrator (for the benefit of the Purchasers) in accordance with the Receivables Purchase Agreement. (c) Unless otherwise identified to the Company on the date of the purchase or contribution hereunder, each Receivable purchased hereunder is on the date of purchase or contribution, an Eligible Receivable.

Quality of Title. (a) Each Receivable of the such Originator (together with the Related Rights with respect to such Receivable) which is to be sold to the Company hereunder is or shall be owned by the such Originator, free and clear of any Adverse Claim, except as provided herein and in the Receivables Purchase Agreement. Whenever the Company makes a purchase or accepts a contribution hereunder, it shall have acquired and shall continue to have maintained a valid and perfected ownership interest (free and clear of any Adverse Claim) in all Receivables generated by the such Originator and all Collections related thereto, and in the Originator's entire right, title and interest in and to the Related Rights with respect thereto. (b) No effective financing statement or other instrument similar in effect covering any Receivable generated by the such Originator or any Related Rights is on file in any recording office except such as may be filed in favor of the Company or the OriginatorOriginators, as the case may be, in accordance with this Agreement or in favor of the Administrator (for the benefit Administrator, on behalf of the Purchasers) Purchasers in accordance with the Receivables Purchase Agreement. (c) Unless otherwise identified to the Company on the date of the purchase or contribution hereunder, each Receivable purchased hereunder is on the date of purchase or contribution, contribution an Eligible Receivable.

Quality of Title. (a) Each Receivable of the Originator (together with the Related Rights with respect to such Receivable) which is to be sold to the Company hereunder is or shall be owned by the Originator, free and clear of any Adverse Claim, except as provided herein and in the Receivables Purchase Agreement. Whenever the Company makes a purchase or accepts a contribution hereunder, it shall have acquired and shall continue to have maintained a valid and perfected ownership interest (free and clear of any Adverse Claim) in all Receivables generated by the Originator and all Collections related thereto, and in the Originator's entire right, title and interest in and to the Related Rights with respect thereto. (b) No effective financing statement or other instrument similar in effect covering any Receivable generated by the Originator or any Related Rights is on file in any recording office except such as may be filed in favor of the Company or the Originator, as the case may be, in accordance with this Agreement or in favor of the Administrator (for the benefit of the Purchasers) Issuer in accordance with the Receivables Purchase Agreement. (c) Unless otherwise identified to the Company on the date of the purchase or contribution hereunder, each Receivable purchased hereunder thereunder is on the date of purchase or contribution, contribution an Eligible Receivable.

Quality of Title. (a) Each Receivable of the such Originator (together with the Related Rights with respect to such Receivable) which is to be sold to the Company hereunder is or at the time of such sale shall be owned by the such Originator, free and clear of any Adverse Claim, except as provided herein and in the Receivables Purchase Agreement. Whenever the Company makes a purchase or accepts a contribution hereunder, it shall have acquired and shall continue to have maintained a valid and perfected ownership interest (free and clear of any Adverse Claim) in all Receivables generated by the such Originator and all Collections related thereto, and in the Originator's entire right, title and interest in and to the Related Rights with respect thereto. (b) No effective financing statement or other instrument similar in effect covering any Receivable generated by the such Originator or any Related Rights is on file in any recording office except such as may be filed in favor of the Company or the OriginatorOriginators, as the case may be, in accordance with this Agreement or in favor of the Administrator (for the benefit of the Purchasers) Issuer in accordance with the Receivables Purchase Agreement. (c) Unless otherwise identified to the Company on the date of the purchase or contribution hereunder, each Receivable purchased hereunder is on the date of purchase or contribution, contribution an Eligible Receivable.

Quality of Title. (a) Each Receivable of the Originator (together with the Related Rights with respect to such Receivable) and all Receivables Property which is to be sold transferred to the Company hereunder is or by such Seller shall be owned transferred by the Originator, such Seller free and clear of any Adverse Claim, except Lien (other than any Lien arising under any other Transaction Document or arising solely as provided herein and in the Receivables Purchase Agreement. Whenever result of any action taken by the Company makes a purchase hereunder or accepts a contribution hereunderthe Trustee); immediately 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 interest in all Receivables and Receivables Property against all creditors of, it and purchasers of Receivables from, such Seller; and upon such transfer, the Company shall have acquired and shall continue to have maintained a valid and perfected first priority ownership interest (in each Receivable and the Receivables Property free and clear of any Adverse ClaimLien (other than Permitted Liens described in clauses (i) in all Receivables generated and (iv) of the definition of Permitted Liens and any Lien arising solely as the result of any action taken by the Originator Company hereunder or the Trustee); and all Collections related thereto, and in the Originator's entire right, title and interest in and to the Related Rights with respect thereto. (b) No no effective financing statement or other instrument similar in effect covering any Receivable generated by the Originator Receivable, any interest therein or any Related Rights Receivables Property with respect thereto is on file in any recording office except such as may be filed in favor of the Company or the Originatorpursuant to this Agreement, as the case may be, in accordance with this Agreement or in favor of the Administrator (for the benefit of the Purchasers) in accordance with the Receivables Purchase AgreementTrustee. (c) Unless otherwise identified to the Company on the date of the purchase or contribution hereunder, each Receivable purchased hereunder is on the date of purchase or contribution, an Eligible Receivable.

Quality of Title. (a) Each Receivable of the Originator (together with the Sale Related Rights with respect to such Receivable) which is to be sold to the Company hereunder is or shall be owned by the Originator, free and clear of any Adverse Claim, except as provided herein herein, the Purchase and Sale Agreement and in the Receivables Purchase Agreement. Whenever the Company makes a purchase or accepts a contribution hereunder, it shall have acquired and shall continue to have maintained a valid and perfected ownership interest (free and clear of any Adverse Claim) in all Receivables generated by the Originator and all Collections related thereto, and in the Originator's entire right, title and interest in and to the Sale Related Rights with respect thereto. (b) No effective financing statement or other instrument similar in effect covering any Receivable generated by the Originator or any Sale Related Rights is on file in any recording office except such as may be filed in favor of the Company or the Originatorin accordance with this Agreement, as the case may bein favor of KCI Funding Corporation, in accordance with this the Purchase and Sale Agreement or in favor of the Administrator (for the benefit of the Purchasers) Issuer in accordance with the Receivables Purchase Agreement. (c) Unless otherwise identified to the Company on the date of the purchase or contribution hereunder, each Receivable purchased hereunder is on the date of purchase or contributionpurchase, an Eligible Receivable.

Quality of Title. (a) Each Receivable of the such Originator (together with the Related Rights with respect to such Receivable) which is to be sold to the Company hereunder is or shall be owned by the such Originator, free and clear of any Adverse Claim, except as provided herein and in the Receivables Purchase Agreement. Whenever the Company makes a purchase or accepts a contribution hereunder, it shall have acquired and shall continue to have maintained a valid and perfected ownership interest (free and clear of any Adverse Claim) in all Receivables generated by the such Originator and all Collections related thereto, and in the Originator's entire right, title and interest in and to the Related Rights with respect thereto. (b) No effective financing statement or other instrument similar in effect covering any Receivable generated by the such Originator or any Related Rights is on file in any recording office except such as may be filed in favor of the Company or the OriginatorOriginators, as the case may be, in accordance with this Agreement or in favor of the Administrator (for the benefit of the Purchasers) Issuer in accordance with the Receivables Purchase Agreement. (c) Unless otherwise identified to the Company on the date of the purchase or contribution hereunder, each Receivable purchased hereunder is on the date of purchase or contribution, contribution an Eligible Receivable.

Quality of Title. (a) Each Receivable of the Originator (together with the Related Rights with respect to such Receivable) which is to be sold to the Company hereunder is or shall be owned by the Originator, free and clear of any Adverse Claim, except as provided herein and in the Receivables Purchase Agreement. Whenever the Company makes a purchase or accepts a contribution hereunder, it shall have acquired and shall continue to have maintained a valid and perfected ownership interest (free and clear of any Adverse Claim) in all Receivables generated by the Originator and all Collections related thereto, and in the Originator's entire right, title and interest in and to the Related Rights with respect thereto. (b) . No effective financing statement or other instrument similar in effect covering any Receivable generated by the Originator or any Related Rights is on file in any recording office except such as may be filed in favor of the Company or the OriginatorOriginators, as the case may be, in accordance with this Agreement or Agreement, in favor of the Administrator (for the benefit of the Purchasers) Issuer in accordance with the Receivables Purchase Agreement. (c) Agreement or those filed pursuant to a Permitted Lien. Unless otherwise identified to the Company on the date of the purchase or contribution hereunder, each Receivable purchased hereunder is on the date of purchase or contribution, contribution an Eligible Receivable.

Quality of Title. (a) Each Receivable of the such Originator (together with the Related Rights with respect to such Receivable) which is to be sold or contributed to the Company hereunder is or shall be owned by the such Originator, free and clear of any Adverse Claim, except as provided herein and in the Receivables Purchase Financing Agreement. Whenever the Company makes a purchase or accepts a contribution hereunder, it shall have acquired and shall continue to have maintained a valid and perfected ownership interest (free and clear of any Adverse Claim) in all Receivables generated by the such Originator and all Collections related thereto, and in the Originator's ’s entire right, title and interest in and to the Related Rights with respect thereto. (b) No effective financing statement or other instrument similar in effect covering any Receivable generated by the such Originator or any Related Rights is on file in any recording office except such as may be filed in favor of the Company or the OriginatorOriginators, as the case may be, in accordance with this Agreement or in favor of the Administrator (for the benefit Administrator, on behalf of the Purchasers) Lenders in accordance with the Receivables Purchase Financing Agreement. (c) Unless otherwise identified to the Company on the date of the purchase or contribution hereunder, each Receivable purchased or contributed hereunder is on the date of purchase or contribution, contribution an Eligible Receivable.

Quality of Title. (a) Each Receivable of the Originator Seller (together with the Related Rights with respect to such Receivable) which is to be sold to the Company hereunder is or shall be owned by the OriginatorSeller, free and clear of any Adverse Claim, except as provided herein herein, the Sale Agreement and in the Receivables Purchase Agreement. Whenever the Company makes a purchase or accepts a contribution hereunder, it shall have acquired and shall continue to have maintained a valid and perfected ownership interest (free and clear of any Adverse Claim) in all Receivables acquired or generated by the Originator Seller and all Collections related thereto, and in the OriginatorSeller's entire right, title and interest in and to the Related Rights with respect thereto. (b) No effective financing statement or other instrument similar in effect covering any Receivable acquired or generated by the Originator Seller or any Related Rights is on file in any recording office except such as may be filed in favor of the Seller, in accordance with the Sale Agreement, in favor of the Company or the Originator, as the case may be, in accordance with this Agreement or in favor of the Administrator (for the benefit of the Purchasers) Issuer in accordance with the Receivables Purchase Agreement. (c) Unless otherwise identified to the Company on the date of the purchase or contribution hereunder, each Receivable purchased hereunder is on the date of purchase or contribution, an Eligible Receivable.

Quality of Title. (a) Each Receivable of the such Originator (together with the Related Rights with respect to such Receivable) which is to be sold to the Company Buyer hereunder is or shall be owned by the such Originator, free and clear of any Adverse Claim, except as provided herein and in the Receivables Purchase Agreement. Whenever the Company Buyer makes a purchase or accepts a contribution hereunder, it shall have acquired and shall continue to have maintained a valid and perfected ownership interest (free and clear of any Adverse Claim) in all Receivables generated by the such Originator and all Collections related thereto, and in the such Originator's ’s entire right, title and interest in and to the Related Rights with respect thereto. (b) No effective financing statement or other instrument similar in effect covering any Receivable generated by the Originator or any Related Rights is on file in any recording office except such as may be filed in favor of the Company Buyer or the OriginatorAdministrator, as the case may be, in accordance with this Agreement Agreement, or in favor of the Administrator (for the benefit of the Purchasers) Administrator, in accordance with the Receivables Purchase Agreement. (c) Unless otherwise identified to the Company Buyer on the date of the purchase or contribution hereunder, each Receivable of such Originator purchased by or contributed to the Buyer hereunder is on the date of purchase or contribution, an Eligible Receivable.

Quality of Title. (a) Each Receivable of the such Originator (together with the Related Rights with respect to such Receivable) which is to be sold to the Company hereunder is or shall be owned by the such Originator, free and clear of any Adverse Claim, except as provided herein and in the Receivables Purchase Agreement. Whenever the Company makes a purchase or accepts a contribution hereunder, it shall have acquired and shall continue to have maintained a valid and perfected ownership interest (free and clear of any Adverse Claim) in all Receivables generated by the such Originator and all Collections related thereto, and in the such Originator's entire right, title and interest in and to the Related Rights with respect thereto. (b) No effective financing statement or other instrument similar in effect covering any Receivable generated by the such Originator or any Related Rights is on file in any recording office except such as may be filed in favor of the Company or the OriginatorOriginators, as the case may be, in accordance with this Agreement or in favor of the Administrator (for the benefit of the Purchasers) Issuer in accordance with the Receivables Purchase Agreement. (c) Unless otherwise identified to the Company on the date of the purchase or contribution hereunder, each Receivable purchased hereunder thereunder is on the date of purchase or contribution, an Eligible Receivable.