Common use of Title to Receivables and other Property; Attachment, Perfection and Priority Clause in Contracts

Title to Receivables and other Property; Attachment, Perfection and Priority. (i) Immediately prior to the transfer to the Seller, the Originator had good and marketable title to and was the sole legal owner of each Receivable that has become a Purchased Receivable; the Seller validly purchased each such Receivable from the Originator, free and clear of any Liens (other than Permitted Liens), pursuant to the Originator Program Documents; the transfer of such Receivables pursuant to the Originator Program Documents constitutes a “true sale” thereof from the Originator to the Seller; and the ownership interest of the Seller in each such Receivable is a valid, perfected, and continuing, first priority Security Interest therein that is effective against creditors of and transferees from the Originator; the Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any Receivable that has become a Purchased Receivable to any Person other than the Seller; all of the foregoing with respect to the Receivables that became Purchased Receivables applies equally to any other Purchased Assets and Collateral that were subject to the Originator Program Documents.