Common use of Perfection Representations Clause in Contracts

Perfection Representations. (1) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Buyer’s right, title and interest in, to and under the Receivables and Related Rights which will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3) Immediately prior to its sale or contribution to Buyer hereunder, such Originator owns and has good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to the Buyer pursuant to this Agreement. (5) Other than the security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itself. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the BuyerOriginator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Originator and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior Prior to its their sale or contribution to Buyer hereunderpursuant to this Agreement, such Originator owns owned and has had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any PersonClaim. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable Originator to the Buyer pursuant to this Agreement. (5e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest inin (other than those released on the Closing Date), or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator. (6f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Section 4.2(g) 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Buyersuch Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior to its their sale or contribution to Buyer hereunderpursuant to this Agreement, such Originator owns owned and has had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable such Originator to the Buyer pursuant to this Agreement. (5e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction DocumentsDocuments and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunder. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Buyersuch Seller’s right, title and interest in, to and under the Receivables Support Assets which, (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from such Seller and (B) will be free of all Adverse Claims (in such Support Assets other than Permitted Adverse Claims) in such Receivables and Related Rights. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Originator The applicable Seller owns and has good and marketable title to the Receivables and Related Rights Support Assets free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate financing statements, financing statement amendments and amendments, continuation statements and other applicable lien filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to such Seller pursuant to the Buyer applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent pursuant to this Agreement. (5v) Other than the security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Support Assets except as permitted by this Agreement and the other Transaction Documents. Such Originator Seller has not authorized the filing of and is not aware of any financing statements or other lien filing filed against itself such Seller that include a description of collateral covering the Collateral Support Assets other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator Seller is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Seller. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) The Borrower owns and has good and marketable title to the Collateral free and clear of any Adverse Claim of any Person. (ii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BuyerBorrower’s right, title and interest in, to and under the Receivables Collateral which (A) security interest has been perfected and is enforceable against creditors of and purchasers from the Borrower (in the case of the Related Rights Security, in only that portion of the Related Security in which a security interest may be perfected by the filing of a financing statement under the UCC) and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related RightsCollateral. (2) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3) Immediately prior to its sale or contribution to Buyer hereunder, such Originator owns and has good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iii) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to the Buyer Borrower pursuant to the Sale Agreement and the grant by the Borrower of a security interest in the Collateral to the Administrator pursuant to this Agreement. (5iv) Other than No effective financing statement or other instrument similar in effect covering any Collateral is on file in any recording office, except those filed in favor of the security interest granted Borrower pursuant to the Buyer pursuant Sale Agreement and the Administrator (for the benefit of each Lender) relating to this Agreement, such Originator or in respect of which the Administrator has not pledged, assigned, sold, granted a security interest inreceived evidence satisfactory to the Administrator of acknowledgment copies, or otherwise conveyed any time-stamped receipt copies, of the Receivables proper financing statements releasing or Related Rights except terminating, as permitted by this Agreement applicable, all security interests and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware rights of any financing statements filed against itself that include a description of collateral covering the Collateral other than any financing statement (i) Person in favor of the Administrative Agent or (ii) that has been terminated. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Collateral. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BuyerBorrower’s right, title and interest in, to and under the Receivables Collateral which, (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims (in such Collateral other than Permitted Adverse Claims) in such Receivables and Related RightsLiens. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Originator The Borrower owns and has good and marketable title to the Receivables and Related Rights Collateral free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate UCC financing statements, UCC financing statement amendments amendments, and UCC continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to the Buyer Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral to the Administrative Agent pursuant to this Agreement, in each case. (5v) Other than the security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Collateral except as permitted by this Agreement and the other Transaction Documents. Such Originator The Borrower has not authorized the filing of and is not aware of any financing statements or other lien filing filed against itself the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against itselfthe Borrower. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BuyerBorrower’s right, title and interest in, to and under the Receivables Collateral which (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from such Person and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related RightsCollateral. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Originator The Borrower owns and has good and marketable title to the Receivables and Related Rights Collateral free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to the Buyer Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral to the Administrative Agent pursuant to this Agreement. (5v) Other than the security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Collateral except as permitted by this Agreement and the other Transaction Documents. Such Originator The Borrower has not authorized the filing of and is not aware of any financing statements filed against itself the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against itselfthe Borrower. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BuyerBorrower’s right, title and interest in, to and under the Receivables Collateral which (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related RightsCollateral. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Originator The Borrower owns and has good and marketable title to the Receivables and Related Rights Collateral free and clear of any Adverse Claim (other than a Permitted Adverse ClaimsClaim) of any Person. (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to the Buyer Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral to the Administrative Agent pursuant to this Agreement. (5v) Other than the security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Collateral except as permitted by this Agreement and the other Transaction Documents. Such Originator The Borrower has not authorized the filing of and is not aware of any financing statements filed against itself that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itself. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.744108212 18569090

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BuyerBorrower’s right, title and interest in, to and under the Receivables Collateral which (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related RightsCollateral. (2ii) The Receivables constitute “accounts” (including, without limitation, “accounts” constituting “as-extracted collateral”) or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Originator The Borrower owns and has good and marketable title to the Receivables and Related Rights Collateral free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to the Buyer Borrower pursuant to the Purchase and Sale Agreement, the sale and transfer of Receivables from the Sub-Originator to Consol pursuant to the Sub-Originator Sale Agreement and the grant by the Borrower of a security interest in the Collateral to the Administrative Agent pursuant to this Agreement. (5v) Other than the security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Collateral except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itself. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.Transaction

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the BuyerOriginator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Originator and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior Prior to its their sale or contribution to Buyer hereunderpursuant to this Agreement, such Originator owns owned and has had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable Originator to the Buyer pursuant to this Agreement.. 708335522 13436693 (5e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator. (6f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BuyerSeller’s right, title and interest in, to and under the Receivables Supporting Assets which (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rightsany Supporting Assets. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Originator The Seller owns and has good and marketable title to the Receivables and Related Rights Supporting Assets free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to the Buyer Seller pursuant to the Purchase and Sale Agreement and the grant by the Seller of a security interest in the Supporting Assets to the Administrative Agent pursuant to this Agreement. (5v) Other than the security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Supporting Assets except as permitted by this Agreement and the other Transaction Documents. Such Originator The Seller has not authorized the filing of and is not aware of any financing statements filed against itself the Seller that include a description of collateral covering the Collateral Supporting Assets other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator The Seller is not aware of any judgment lien, ERISA lien or tax lien filings against itselfthe Seller. (6vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g7.01(p) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Buyereach Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) ownership or security interest has been perfected (but with respect to the perfected ownership or security interest in the Related Rights, in only that portion of the Related Rights in which an ownership or security interest may be perfected by the filing of a financing statement or pursuant to a Collection Account Control Agreement under the UCC) and is enforceable against creditors of and purchasers from each Originator and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3) Immediately prior to its sale or contribution to Buyer hereunder, such Originator owns and has good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4b) All appropriate financing statements, financing statement amendments and continuation statements have been filed, or will be filed within five (5) Business Days following the Closing Date, in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and or contribution of and/or grant of a security interest in the Receivables and Related Security Rights from each applicable Originator to the Buyer Company pursuant to this Agreement. (5c) Other than the ownership or security interest granted to the Buyer Company pursuant to this Agreement, such no Originator has not pledged, assigned, sold, granted a security interest inin (other than those released on or prior to the Closing Date or any other date on which a Receivable is sold, contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Each such Originator has not authorized the filing of of, and is not aware of to each such Originator’s knowledge there are not, any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables or Related Rights other than any financing statement (i) in favor of the Company or the Administrative Agent or (ii) that has been terminated. Such Originator is not aware terminated or amended to reflect the release of any security interest in the Receivables and Related Rights. To each such Originator’s knowledge, there are no judgment lien, ERISA lien or tax lien filings against itselfsuch Originator. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BuyerSeller’s right, title and interest in, to and under the Receivables Supporting Assets which (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rightsany Supporting Assets. (2ii) The Pool Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Originator The Seller owns and has good and marketable title to the Receivables and Related Rights Supporting Assets free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed, or will be filed within five (5) days following the Closing Date, in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to the Buyer Seller pursuant to the Transfer Agreement and the Seller’s sale and grant of a security interest in the Supporting Assets to the Administrative Agent pursuant to this Agreement. (5v) Other than the security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Supporting Assets except as permitted by this Agreement and the other Transaction Documents. Such Originator The Seller has not authorized the filing of and is not aware of any financing statements filed against itself the Seller that include a description of collateral covering the Collateral any Supporting Assets other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator The Seller is not aware of any judgment lien, ERISA lien or tax lien filings against itselfthe Seller. (6vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g6.01(p) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BuyerSeller’s right, title and interest in, to and under the Receivables Support Assets which (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related RightsSupport Assets. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Originator The Seller owns and has good and marketable title to the Receivables and Related Rights Support Assets free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to the Buyer Seller pursuant to the Purchase and Sale Agreement and the grant by the Seller of a security interest in the Support Assets to the Administrative Agent pursuant to this Agreement. (5v) Other than the security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Support Assets except as permitted by this Agreement and the other Transaction Documents. Such Originator The Seller has not authorized the filing of and is not aware of any financing statements filed against itself the Seller that include a description of collateral covering the Collateral Support Assets other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator The Seller is not aware of any judgment lien, ERISA lien or tax lien filings against itselfthe Seller. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the BuyerOriginator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Originator and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights). (2b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3) Immediately prior to its sale or contribution to Buyer hereunder, such Originator owns and has good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4c) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) (to the extent perfection may be achieved by filing a financing statement under the UCC) the sale and contribution of the Receivables and Related Security Rights from each applicable Originator to the Buyer pursuant to this Agreement. (5d) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator is not aware terminated or amended to reflect the release of any judgment lien, ERISA lien or tax lien filings against itselfsecurity interest in the Receivables and Related Rights. (6e) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BuyerSeller’s right, title and interest in, to and under the Receivables Support Assets which (A) security interest has been perfected to the extent perfection may be achieved by filing a financing statement under the UCC and Related Rights which is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims in such Support Assets (other than Permitted Adverse Claims) in such Receivables and Related Rights). (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior Prior to its the sale or contribution of the Support Assets to Buyer Administrative Agent hereunder, such Originator the Seller owns and has good and marketable title to the Receivables and Related Rights Support Assets free and clear of any Adverse Claim of any Person (other than Permitted Adverse Claims) of any Person). (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) (to the extent perfection may be achieved by filing a financing statement under the UCC) the sale and contribution of the Receivables and Related Security from each applicable Originator to the Buyer Seller pursuant to the Purchase and Sale Agreement and the grant by the Seller of a security interest in the Support Assets to the Administrative Agent pursuant to this Agreement. (5v) Other than the security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Support Assets except as permitted by this Agreement and the other Transaction Documents. Such Originator The Seller has not authorized the filing of and is not aware of any financing statements filed against itself the Seller that include a description of collateral covering and by proper proceedings and with respect to which appropriate reserves are being maintained by the Collateral other than any financing statement (i) Seller in favor of accordance with GAAP as reasonably determined by the Administrative Agent or (ii) that has been terminated. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfSeller. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Buyerapplicable Originator’s right, title and interest in, to and under the Receivables Sold Assets which (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from such Originator and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related RightsSold Assets. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such The applicable Originator owns and has good and marketable title (immediately prior to its sale or contribution hereunder) to the Receivables and Related Rights Sold Assets to be sold or contributed by it hereunder free and clear of any Adverse Claim of any Person (other than Permitted Adverse Claims) of any PersonLiens). (4iv) All appropriate Appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution (or, in the case of the Receivables and Related Security SPE Parent, contribution) of the Sold Assets from each applicable such Originator to the Buyer pursuant to this Agreement. (5v) Other than the backup security interest granted to the Buyer pursuant to Section 2.3 of this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Sold Assets to any Person other than the Buyer, except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Sold Assets other than any financing statement (i) in favor of the Administrative Agent Buyer or (ii) that has been terminated. Such Originator is not aware unaware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security ownership interest (as defined in the applicable UCC) in the Buyersuch Originator’s right, title and interest in, to and under the Receivables which (A) ownership interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from such Originator and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related RightsReceivables. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior Prior to its the sale or contribution to Buyer of the Receivables hereunder, such Originator owns and has good and marketable title to such Receivables free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. After giving effect to the sale of the Receivables and Related Rights hereunder, Buyer (or its assigns) owns the Receivables free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security (solely to the extent perfection may be achieved by filing a financing statement under the UCC) from each applicable Originator to the Buyer pursuant to this AgreementBuyer. (5v) Other than the security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such The Originator is not aware of any material judgment lien, ERISA lien or tax lien filings for unpaid taxes against itselfthe Originator. (6vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g2.1(i) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the BuyerOriginator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and lenders from the Originator and (B) is free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior Prior to its their sale or contribution to Buyer hereunderpursuant to this Agreement, such the Originator owns owned and has had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable the Originator to the Buyer pursuant to this Agreement. (5e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such the Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such The Originator has not authorized the filing of and is not aware of any financing statements filed against itself the Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfthe Originator. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Buyersuch Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior to its their sale or contribution to Buyer hereunderpursuant to this Agreement, such Originator owns owned and has had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed, or will be filed within five (5) days following the Closing Date, in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable such Originator to the Buyer pursuant to this Agreement. (5e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction DocumentsDocuments and except as to security interests being released upon or prior to the sale and contribution to Buyer hereunder. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership interest or security interest (as defined in the applicable UCCUCC which, for avoidance of doubt, includes (among other things) both (1) an interest in personal property which secures payment or performance of an obligation and (2) an ownership interest of a buyer of an account or payment intangible) in the Buyersuch Originator’s right, title and interest in, to and under the Receivables and Related Rights originated by such Originator, which (A) ownership interest or security interest has been perfected and is enforceable against creditors of and purchasers from such Originator and (B) will be free of all Adverse Claims (other than a Permitted Adverse Claims) in such Receivables and Related RightsLien). (2b) The Receivables originated by such Originator constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior to its the sale or contribution (or, with respect to Sylvamo North America, the contribution) by such Originator to the Buyer hereunderpursuant to this Agreement, such Originator owns owned and has had good and marketable title to the Receivables and Related Rights being sold or contributed or purportedly sold or contributed by it hereunder free and clear of any Adverse Claim (other than a Permitted Adverse ClaimsLien) of any Person. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of such Receivables (solely to the Receivables extent perfection may be achieved by filing a financing statement under the UCC) and Related Security Rights from each applicable Originator to the Buyer pursuant to this Agreement. (5e) Other than the ownership interest or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, contributed, granted a security interest in, or otherwise conveyed any of the Receivables originated by such Originator or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables originated by such Originator and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator that could reasonably be expected to have a Material Adverse Effect. (6f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) 5.16 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the BuyerOriginator’s right, title and interest in, to and under the Receivables and Related Rights which (i) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from the Originator and (ii) is free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior Prior to its their sale or contribution to Buyer hereunderpursuant to this Agreement, such the Originator owns owned and has had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed filed, or will be filed, in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable the Originator to the Buyer pursuant to this Agreement. (5e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such the Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such The Originator has not authorized the filing of and is not aware of any financing statements filed against itself the Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfthe Originator. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Buyereach Originator’s right, title and interest in, to and under the Receivables and Related Rights which will be (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Originator and (B) is free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior Prior to its their sale or contribution to Buyer hereunderpursuant to this Agreement, such Originator owns owned and has had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable Originator to the Buyer pursuant to this Agreement. (5e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator. (6f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the BuyerOriginator’s right, title and interest in, to and under the Receivables and Related Rights which (i) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from the Originator and (ii) is free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior Prior to its their sale or contribution to Buyer hereunderpursuant to this Agreement, such the Originator owns owned and has had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable the Originator to the Buyer pursuant to this Agreement. (5e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such the Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such The Originator has not authorized the filing of and is not aware of any financing statements filed against itself the Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfthe Originator. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing security ownership interest (as defined in the applicable UCC) in the BuyerOriginator’s right, title and interest in, to and under the Receivables and Related Rights which will be is free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior Prior to its their sale or contribution to Buyer hereunderpursuant to this Agreement, such the Originator owns legally and has beneficially owned and had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable the Originator to the Buyer pursuant to this Agreement. (5e) Other than the security ownership or trust interest granted to the Buyer pursuant to this Agreement, such the Originator has not pledged, assigned, sold, granted a trust, granted a security interest in, or otherwise conveyed or declared a trust over any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such The Originator has not authorized the filing of and is not aware of any financing statements filed against itself the Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor favour of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfthe Originator. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Buyersuch Originator’s right, title and interest in, to and under the Receivables and Related Rights which (i) security interest has been or will be on the Closing Date perfected and is enforceable against creditors of and purchasers from such Originator and (ii) is free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related RightsLiens). (2a) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3b) Immediately prior Prior to its their sale or contribution to the Buyer hereunderpursuant to this Agreement, such Originator owns owned and has had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim of any Person (other than Permitted Adverse Claims) of any PersonLiens). (4c) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable such Originator to the Buyer pursuant to this Agreement. (5d) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in assignment of the applicable UCC) in the BuyerOriginator’s right, title and interest in, to and under the Receivables and Related Rights originated by such Originator that are to be sold (or purported to be sold) by such Originator hereunder, which assignment, upon the creation of each new Receivable sold or purported to be sold hereunder, and on the Amendment Effective Date (in the case of all then-existing Receivables) (A) has been perfected (subject to the fact that notice of assignment is not required to be provided to each Obligor until required pursuant to Section 5.01(s) of the RLSA) and is enforceable against creditors of and purchasers from such Originator and (B) will be free of all Adverse Claims of such Originator or Persons claiming through such Originator. (other than Permitted Adverse Claimsii) in [Deleted.] (iii) At the time of such Receivables Originator’s sale (or purported sale) hereunder of any Receivable (and Related Rights. (2) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3) Immediately prior to its sale or contribution to Buyer hereunder), such Originator owns and has good and marketable title to the such Receivables (and Related Rights Rights), free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any PersonLiens). (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to the Buyer pursuant to this Agreement[Deleted.] (5v) Other than the security ownership interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables originated by such Originator or Related Rights except to be sold (or purported to be sold) by such Originator hereunder except: (A) as permitted by this Agreement and the other Transaction Basic Documents. Such Originator has not authorized ; and (B) any such prior conveyances having no continuing effect and as to which any lien or security interest in the filing of conveyed Receivables and is not aware of any financing statements filed against itself that include a description of collateral covering the Collateral Related Rights, other than any financing statement (i) such lien or security interest in favor favour of the Administrative Agent Buyer (or (ii) that the Agent, as the Buyer’s assignee), has been terminatedreleased. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator. (6vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the The representations contained in this Section 4.2(g6.1(p) shall be continuing and shall remain in full force and effect until the Final Payout Datedate of the final payment to the Buyer under RLSA Section 6.07.

Perfection Representations. (1i) When the Buyer makes a purchase of Receivables or accepts a contribution of Receivables hereunder, as applicable, it shall acquire valid and perfected first priority ownership of each Purchased Receivable and the Related Security, Sold Assets and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as a result of any action taken by the Buyer). This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Buyerapplicable Originator’s right, title and interest in, to and under the Receivables Sold Assets which (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from such Originator and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related RightsSold Assets. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 9‑102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such The applicable Originator owns and has good and marketable title (immediately prior to its sale or contribution hereunder) to the Receivables and Related Rights Sold Assets free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution (or, in the case of Davey Tree, contribution) of the Receivables and Related Security Sold Assets from each applicable such Originator to the Buyer pursuant to this Agreement. (5v) Other than the backup security interest granted to the Buyer pursuant to Section 2.3 of this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Sold Assets to any Person other than the Buyer, except as permitted by this Agreement and the other Transaction Documents. Such No Originator has not authorized the filing of and no Originator is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Sold Assets other than any financing statement (i) in favor of the Administrative Agent or Buyer, (ii) that has been terminated. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itself. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.terminated or

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the BuyerOriginator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Originator and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2b) The Receivables constitute “accounts” including, without limitation, “accounts” constituting “as-extracted collateral” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior Prior to its their sale or contribution to Buyer hereunderpursuant to this Agreement, such Originator owns owned and has had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable Originator to the Buyer pursuant to this Agreement. Each such financing statement, if filed with respect to such Receivable as an as-extracted collateral filing, includes a complete and correct description of the real property in all material respects related to such Receivable as extracted collateral, as contemplated by the UCC, and names a record owner of the real property. (5e) Other than the security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest inin (other than those released on the Closing Date or any other date on which a Receivable is sold, contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator that is not released simultaneously or prior to its transfer hereunder. (6f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the BuyerOriginator’s right, title and interest in, to and under the Receivables and Related Rights which will be (i) security interest has been perfected and is enforceable against creditors of and purchasers from the Originator and (ii) is free of all Adverse Claims (in such Receivables and Related Rights other than Permitted Adverse Claims) in such Receivables and Related Rights; provided no security interest shall be required to be perfected against any Collection Account. (2b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior Prior to its their sale or contribution to Buyer hereunderBuyer, such pursuant to this Agreement, the Originator owns owned and has had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (of any Person other than Permitted Adverse Claims) of any Person. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable the Originator to the Buyer pursuant to this Agreement. (5e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such the Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such The Originator has not authorized the filing of and is not aware of any financing statements filed against itself the Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such The Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfthe Originator. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the BuyerOriginator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Originator and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Such Originator owns and has good and marketable title to the Receivables and Related Rights being sold or purportedly sold by it hereunder free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the such Receivables and Related Security Rights from each applicable Originator to the Buyer pursuant to this Agreement. (5v) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator. (6vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g5.1(o) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Buyersuch Seller’s right, title and interest in, to and under the Receivables Support Assets which, (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from such Seller and (B) will be free of all Adverse Claims (in such Support Assets other than Permitted Adverse Claims) in such Receivables and Related Rights. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Originator The applicable Seller owns and has good and marketable title to the Receivables and Related Rights Support Assets free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate financing statements, financing statement amendments and amendments, continuation statements and other applicable lien filings have been filed in 74 the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to such Seller pursuant to the Buyer applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Support Assets to the Administrative Agent pursuant to this Agreement. (5v) Other than the security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Support Assets except as permitted by this Agreement and the other Transaction Documents. Such Originator Seller has not authorized the filing of and is not aware of any financing statements or other lien filing filed against itself such Seller that include a description of collateral covering the Collateral Support Assets other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator Seller is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Seller. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid As of the Initial Purchase Date and continuing security interest (as defined subsequent closing dates in accordance with Section 1.2, the applicable UCC) in Buyer will be the Buyerbeneficial owner of the Originator’s right, title and interest in, to and under the Receivables and Related Rights originated by such Originator to be acquired by it on the Initial Purchase Date and subsequent closing dates, which (A) ownership interest is enforceable against creditors of and purchasers from such Originator and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related RightsLiens). (2ii) The Receivables originated by such Originator constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Each Originator owns and has good and marketable title to is selling the Receivables and Related Rights hereunder with full title guarantee and, for the avoidance of doubt, the Receivables and Related Rights are free and clear of any Adverse Claim (other than Permitted Adverse ClaimsLiens) of any Person. (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed Under Applicable Laws in the proper filing office in jurisdiction of incorporation of the appropriate jurisdictions under Applicable Law in order to perfect (and continue Originators it is not necessary that the perfection of) UK Transaction Documents or Transaction Documents or the sale and contribution of the Receivables and Related Security from each applicable Originator to the Buyer pursuant to this AgreementRights be filed, recorded or enrolled with any court or other Governmental Authority. (5v) Other than the security ownership interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables originated by such Originator or Related Rights except as permitted by this Agreement and the other UK Transaction Documents. Such Originator has not authorized the filing of Documents to which it is party, and is not aware of any financing statements filed against itself that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator. (6vi) Notwithstanding any other provision of this Agreement or any other UK Transaction DocumentDocument or any Transaction Document to which it is party, the representations contained in this Section 4.2(g5.1(p) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Buyereach Originator’s right, title and interest in, to and under the Receivables and Related Rights which will be (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Originator and (B) is free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior Prior to its their sale or contribution to Buyer hereunderpursuant to this Agreement, such Originator owns owned and has had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable Originator to the Buyer pursuant to this Agreement. (5e) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest inin (other than those released on the Closing Date or any other date on which a Receivable is sold, contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator that is not released simultaneously or prior to its transfer hereunder. (6f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) 5.22 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BuyerBorrower’s right, title and interest in, to and under the Receivables Collateral which, (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related RightsCollateral. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Originator The Borrower owns and has good and marketable title to the Receivables and Related Rights Collateral free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate UCC financing statements, UCC financing statement amendments amendments, and UCC continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to the Buyer Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral to the Administrative Agent pursuant to this Agreement, in each case. (5v) Other than the security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Collateral except as permitted by this Agreement and the other Transaction Documents. Such Originator The Borrower has not authorized the filing of and is not aware of any financing statements or other lien filing filed against itself the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against itself. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.Borrower. 62

Perfection Representations. (1) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Buyersuch Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been or will be on the date hereof perfected and is enforceable against creditors of and purchasers from such Originator and (B) is free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2a) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3b) Immediately prior Prior to its their sale or contribution to Buyer hereunderpursuant to this Agreement, such Originator owns owned and has had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4c) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security Rights from each applicable such Originator to the Buyer pursuant to this Agreement. (5d) Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BuyerBorrower’s right, title and interest in, to and under the Receivables Collateral which (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from the Borrower and (B) is and will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related RightsCollateral. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Originator The Borrower owns and has good and marketable title to the Receivables and Related Rights Collateral free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution (or, in the case of Davey Tree, contribution) of the Receivables and Related Security from each applicable Originator to the Buyer Borrower pursuant to the Receivables Purchase Agreement and the grant by the Borrower of a security interest in the Collateral to the Administrative Agent pursuant to this Agreement. (5v) Other than the security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Collateral except as permitted by this Agreement and the other Transaction Documents. Such Originator The Borrower has not authorized the filing of and is not aware of any financing statements filed against itself the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against itselfthe Borrower. (6vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g7.01(p) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the BuyerOriginator’s right, title and interest in, to and under the Receivables and the Related Rights which (i) security interest has been perfected (in the case of the Related Rights, in only that portion of the Related Rights in which an ownership or security interest may be perfected by the filing of a financing statement under the UCC) and is enforceable against creditors of and purchasers from such Originator and (ii) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2b) The Receivables constitute “accounts,” “tangible chattel paper,” “payment intangible or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior Prior to its sale or their contribution to Buyer hereunderCompany pursuant to this Agreement, such Originator owns owned and has had good and marketable title to the Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale contribution and contribution assignment of the Receivables and Related Security Rights in which a security interest may be perfected by the filing of a financing statement under the UCC from each applicable Originator to the Buyer Company pursuant to this Agreement. (5e) Other than the ownership or security interest granted to the Buyer Company pursuant to this Agreement, such Originator has not pledged, assigned, sold, contributed, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing statements filed against itself that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itself. (6) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) shall be continuing and remain in full force and effect until the Final Payout Date.Transaction

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BuyerSeller’s right, title and interest in, to and under the Receivables Supporting Assets which (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from the Seller and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) Claims in such Receivables and Related Rightsany Supporting Assets. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Originator The Seller owns and has good and marketable title to the Receivables and Related Rights Supporting Assets free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to the Buyer pursuant to this Agreement.the (5v) Other than the security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Supporting Assets except as permitted by this Agreement and the other Transaction Documents. Such Originator The Seller has not authorized the filing of and is not aware of any financing statements filed against itself the Seller that include a description of collateral covering the Collateral any Supporting Assets other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator The Seller is not aware of any judgment lien, ERISA lien or tax lien filings against itselfthe Seller. (6vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g6.01(p) shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1a) This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Buyereach Originator’s right, title and interest in, to and under the Receivables and Related Rights which (A) ownership or security interest has been perfected and is enforceable against creditors of and purchasers from each Originator and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related Rights. (2b) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3c) Immediately prior Prior to its the sale or contribution to Buyer of, or grant of security interest in, the Receivables and Related Rights transferred hereunder, such each Originator owns owned and has had good and marketable title to the such Receivables and Related Rights free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4d) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and or contribution of and/or grant of a security interest in the Receivables and Related Security Rights from each applicable Originator to the Buyer Company pursuant to this Agreement. (5e) Other than the ownership or security interest granted to the Buyer Company pursuant to this Agreement, such no Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights except (in the case of the contributed Receivables) for transfer to the Contributing Originator or as otherwise permitted by this Agreement and the other Transaction Documents. Such Each such Originator has not authorized the filing of and is not aware of any financing statements filed against itself such Originator that include a description of collateral covering the Collateral Receivables or Related Rights other than any financing statement (i) in favor of the Administrative Agent or Agent, (ii) that has been terminatedterminated or (iii) which, in respect of any Receivables or Related Rights covered under such financing statement or other lien filing, such Receivables or Related Rights has been or will be, upon the sale or contribution of such Receivables or Related Rights pursuant to the Transaction Documents, released under the governing documents establishing the lien or security interest described by such financing statement or other lien filing. Such No Originator is not aware of any judgment lien, ERISA lien or tax lien filings against itselfsuch Originator. (6f) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g) 5.23 shall be continuing and remain in full force and effect until the Final Payout Date.

Perfection Representations. (1i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the BuyerBorrower’s right, title and interest in, to and under the Receivables Collateral which (A) security interest has been perfected and Related Rights which is enforceable against creditors of and purchasers from the Borrower and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Receivables and Related RightsCollateral. (2ii) The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC. (3iii) Immediately prior to its sale or contribution to Buyer hereunder, such Originator The Borrower owns and has good and marketable title to the Receivables and Related Rights Collateral free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (4iv) All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable applicable Law in order to perfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator pursuant to the Buyer Sale and Contribution Agreement and the grant by the Borrower of a security interest in the Collateral to the Administrative Agent pursuant to this Agreement. (5v) Other than the security interest granted to the Buyer Administrative Agent pursuant to this Agreement, such Originator the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or Related Rights Collateral except as permitted by this Agreement and the other Transaction Documents. Such Originator The Borrower has not authorized the filing of and is not aware of any financing statements filed against itself the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. Such Originator The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against itselfthe Borrower. (6vi) Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 4.2(g6.01(p) shall be continuing and remain in full force and effect until the Final Payout Date.