Common use of Perfection Clause in Contracts

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, transfer to Agent for the benefit of the Purchasers (and Agent for the benefit of the Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Agent for the benefit of the relevant Purchaser or Purchasers (and the Agent for the benefit of the such Purchaser or Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s 's (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Agent for the benefit of the relevant Purchaser or Purchasers (and the Agent for the benefit of the such Purchaser or Purchasers shall acquire from each Seller) a valid and perfected ownership of or first priority perfected undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Administrative Agent for the benefit of the relevant Purchaser or Purchasers (and the Administrative Agent for the benefit of the such Purchaser or Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Agent for the benefit of the relevant Purchaser or Purchasers (and the Agent for the benefit of the such Purchaser or Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Administrative Agent for the benefit of the Purchasers (and the Administrative Agent for the benefit of the such Purchasers shall acquire from the Seller) a valid and perfected ownership of or first priority perfected undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Agent for the benefit of the Purchasers (and the Agent for the benefit of the such Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, to transfer to Agent for the benefit of the Purchasers Buyer (and Agent for the benefit of the Purchasers Buyer shall acquire from SellerOriginator) a valid (i) legal and perfected ownership of or first priority perfected security interest in equitable title to, with the right to sell and encumber each Receivable existing or and hereafter arising arising, together with the Collections with respect thereto, and (ii) all of Originator’s right, title and interest in the Related Security and Collections associated with respect theretoeach Receivable, in each case, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect AgentBuyer’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Agent for the benefit of the Purchasers (and the Agent for the benefit of the Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Administrative Agent for the benefit of the relevant Purchaser or Purchasers (and the Administrative Agent for the benefit of the such Purchaser or Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected undivided percentage ownership or security interest in each Receivable existing or hereafter arising the Receivables and in the Related Security and Collections with respect theretoSecurity, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, to transfer to Agent for the benefit of the Purchasers Buyer (and Agent for the benefit of the Purchasers Buyer shall acquire from SellerOriginator) a valid (i) legal and perfected ownership of or first priority perfected security interest in equitable title to, with the right to sell and encumber each Receivable existing or and hereafter arising arising, together with the Collections with respect thereto, and (ii) all of Originator's right, title and interest in the Related Security and Collections associated with respect theretoeach Receivable, in each case, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agent’s (on behalf of the Purchasers) Buyer's ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, to transfer to Agent for the benefit of the Purchasers Buyer (and Agent for the benefit of the Purchasers Buyer shall acquire from Sellersuch Originator) a valid (i) legal and perfected ownership of or first priority perfected security interest in equitable title to, with the right to sell and encumber, each Receivable existing or hereafter arising arising, together with the Collections with respect thereto, and (ii) all of such Originator’s right, title and interest in the Related Security and Collections associated with respect theretoeach Receivable, in each case, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect AgentBuyer’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Program Agent for the benefit of the Purchasers Lenders (and the Program Agent for the benefit of the Purchasers Lenders shall acquire from SellerBorrower) a valid and perfected ownership of or first priority perfected undivided percentage security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Facility Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Program Agent’s (on behalf of the PurchasersLenders) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Agent for the benefit of the relevant Purchaser or Purchasers (and the Agent for the benefit of the such Purchaser or Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s 's (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, to transfer to Agent for the benefit of the Purchasers Buyer (and Agent for the benefit of the Purchasers Buyer shall acquire from SellerMorningstar) a valid (i) legal and perfected ownership of or first priority perfected security interest in equitable title to, with the right to sell and encumber each Receivable existing or hereafter arising arising, together with the Collections with respect thereto, and (ii) all of Morningstar's right, title and interest in the Related Security and Collections associated with respect theretoeach Receivable, in each case, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agent’s (on behalf of the Purchasers) Buyer's ownership or security interest in the Receivables, the Related Security and the Collections.. AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, transfer to Agent for the benefit of the Purchasers (and Agent for the benefit of the Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, to transfer to Agent for the benefit of the Purchasers Buyer (and Agent for the benefit of the Purchasers Buyer shall acquire from SellerOriginator) a valid (i) legal and perfected ownership of or first priority perfected security interest in equitable title to, with the right to sell and encumber each Receivable existing or and hereafter arising arising, together with the Collections with respect thereto, and (ii) all of Originator's right, title and interest in the Related Security and Collections associated with respect theretoeach Receivable, in each case, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agent’s (on behalf of the Purchasers) Buyer's ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, transfer to Agent for the benefit of the Purchasers Buyer (and Agent for the benefit of the Purchasers Buyer shall acquire from SellerExisting Owner) a valid legal and perfected ownership of or first priority perfected security interest in equitable title to, with the right to sell and encumber each Existing Receivable existing or and hereafter arising and in arising, together with the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect AgentBuyer’s (on behalf of the Purchasers) ownership or security interest in the Existing Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, to transfer to Agent for the benefit of the Purchasers Buyer (and Agent for the benefit of the Purchasers Buyer shall acquire from SellerIPFS) a valid (i) legal and perfected ownership of or first priority perfected security interest in equitable title to, with the right to sell and encumber each Receivable existing or and hereafter arising arising, together with the Collections with respect thereto, and (ii) all of IPFS’s right, title and interest in the Related Security and Collections associated with respect theretoeach Receivable, in each case, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect AgentBuyer’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, transfer to Agent for the benefit of the Purchasers (and Agent for the benefit of the Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.. 742893773 18589498 RECEIVABLES PURCHASE AGREEMENT

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shallwill, upon each Purchase purchase hereunder, transfer to Agent for the benefit of the relevant Purchaser or Purchasers (and Agent for the benefit of the such Purchaser or Purchasers shall will acquire from Seller) a valid and perfected ownership of or first priority perfected undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Falcon Agent and the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Deal Agent for the benefit of the Purchasers relevant Investor or Investors (and the Deal Agent for the benefit of the Purchasers such Investor or Investors shall acquire from Seller) a valid and perfected ownership of or first priority perfected undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agent’s (on behalf the ownership interest of the Purchasers) ownership or security interest Deal Agent, for the benefit of the Investors, in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, to transfer to Agent for the benefit of the Purchasers Buyer (and Agent for the benefit of the Purchasers Buyer shall acquire from SellerIPCO) a valid (i) legal and perfected ownership of or first priority perfected security interest in equitable title to, with the right to sell and encumber each Receivable existing or and hereafter arising arising, together with the Collections with respect thereto, and (ii) all of IPCO’s right, title and interest in the Related Security and Collections associated with respect theretoeach Receivable, in each case, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect AgentBuyer’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Administrative Agent for the benefit of the Purchasers (and the Administrative Agent for the benefit of the such Purchasers shall acquire from the Seller) a valid and perfected first priority, undivided percentage ownership of or first priority perfected security interest in each Receivable the Receivables Assets existing or hereafter arising and in the Related Security and Collections with respect theretoarising, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, Receivables Assets. None EXHIBIT 2 of the Related Security and Contracts or Invoices constitute “chattel paper” or “instruments” within the Collectionsmeaning of Section 9-102 of the UCC of any applicable jurisdictions.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, transfer to Agent for the benefit of the Purchasers (and Agent for the benefit of the Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.. 742891150 18589498 RECEIVABLES PURCHASE AGREEMENT

Perfection. This Agreement, together with the filing of the financing statements Financing Statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the relevant Investor Agent for the benefit of the and Purchaser or Purchasers (and such Investor Agent for the benefit of the and Purchaser or Purchasers shall acquire from the RPA Seller) a valid and perfected ownership of or first priority perfected security undivided percentage ownership interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements Financing Statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s 's (on behalf of the Investor Agents and the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to Agent for the benefit of the relevant Purchaser or Purchasers (and Agent for the benefit of the such Purchaser or Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected security undivided percentage ownership interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s 's (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Agent for the benefit of the Purchasers (and the Agent for the benefit of the Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s 's (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, transfer to Agent for the benefit of the Purchasers (and Agent for the benefit of the Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.. (k)

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, shall upon each Purchase from such Originator hereunder, transfer to Agent for the benefit of the Purchasers Buyer (and Agent for the benefit of the Purchasers Buyer shall acquire from Sellersuch Originator) a valid legal and perfected ownership of or first priority perfected security interest in equitable title to, with the right to sell and encumber each Receivable originated by such Originator, whether now existing or hereafter arising and in arising, together with the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agent’s (on behalf of the Purchasers) ownership or Buyer's security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, to transfer to the Collateral Agent for the benefit of the relevant Purchaser or Purchasers (and the Collateral Agent for the benefit of the such Purchaser or Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected security undivided percentage ownership interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Collateral Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, to transfer to Agent for the benefit of the Purchasers Buyer (and Agent for the benefit of the Purchasers Buyer shall acquire from Sellersuch Originator) a valid (i) legal and perfected ownership of or first priority perfected security interest in equitable title to, with the right to sell and encumber each Receivable existing or and hereafter arising arising, together with the Collections with respect thereto, and (ii) all of such Originator's right, title and interest in the Related Security and Collections associated with respect theretoeach Receivable, in each case, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agent’s (on behalf of the Purchasers) Buyer's ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, to transfer to Agent for the benefit of the Purchasers Buyer (and Agent for the benefit of the Purchasers Buyer shall acquire from SellerOriginator) a valid (i) legal and perfected ownership of or first priority perfected security interest in equitable title to, with the right to sell and encumber each Receivable existing or and hereafter arising arising, together with the Collections with respect thereto, and (ii) all of Originator's right, title and interest in the Related Security and Collections associated with respect theretoeach Receivable, in each case, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agent’s (on behalf of the Purchasers) Buyer's ownership or security interest in the Receivables, the Related Security (to the extent such Related Security is covered by Article 9 of the UCC) and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Administrative Agent for the benefit of the Purchasers (and the Administrative Agent for the benefit of the such Purchasers shall acquire from the Seller) a valid and perfected first priority, undivided percentage ownership of or first priority perfected security interest in each Receivable the Receivables Assets existing or hereafter arising and in the Related Security and Collections with respect theretoarising, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, Receivables Assets. None of the Related Security and Contracts or Invoices constitute “chattel paper” or “instruments” within the Collectionsmeaning of Section 9-102 of the UCC of any applicable jurisdictions.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to the Agent for the benefit of the relevant Purchaser or Purchasers (and the Agent for the benefit of the such Purchaser or Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected undivided percentage ownership or security interest in each Receivable existing or hereafter arising the Receivables and in the Related Security and Collections with respect theretoSecurity, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to Agent for the benefit of the Purchasers Purchaser (and Agent for the benefit of the Purchasers Purchaser shall acquire from SellerAGCO) a valid ownership interest and perfected ownership of or a perfected, first priority perfected security ownership interest in each Sold Receivable existing or hereafter arising and in the Related Security purchased hereunder and Collections with respect thereto, free and clear of any Adverse Claim, except as created in favor of the Purchaser by the Transaction Documents. There Prior to the Servicing Transfer Date, there have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agentthe 19 Purchaser’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security Sold Receivables and the CollectionsCollections with respect thereto that have been acquired from AGCO.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to transfer to Buyer (and Buyer acquire from Originator) (i) legal and equitable title to, with the right to sell and shall, upon each Purchase hereunder, transfer to Agent for the benefit of the Purchasers (and Agent for the benefit of the Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected security interest in encumber each Receivable existing or and hereafter arising arising, together with the Collections with respect thereto, and (ii) all of Originator's right, title and interest in the Related Security and Collections with respect theretoeach Receivable, in each case, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agent’s (on behalf of the Purchasers) Buyer's ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the ---------- financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, to transfer to the Collateral Agent for the benefit of the relevant Purchaser or Purchasers (and the Collateral Agent for the benefit of the such Purchaser or Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected security undivided percentage ownership interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Collateral Agent’s 's (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the ---------- financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, to transfer to and create in favor of the Collateral Agent for the benefit of the relevant Purchaser or Purchasers (and the Collateral Agent for the benefit of the such Purchaser or Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected undivided percentage ownership interest (or security interest interest) in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Collateral Agent’s 's (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase purchase hereunder, transfer to Agent for the benefit of the Purchasers Buyer (and Agent for the benefit of the Purchasers Buyer shall acquire from Seller) ), a valid and perfected ownership of or first priority perfected security ownership interest in each Receivable originated by Seller, whether now existing or hereafter arising arising, and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, Claim except as created by the Transaction Documents. There have been duly filed delivered to the Seller in form suitable for filing all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions jurisdiction, to perfect Agent’s (on behalf of the Purchasers) Buyer ownership or security interest in the Receivableseach Receivable, its Collections and the Related Security and the CollectionsSecurity.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, to transfer to the Administrative Agent for the benefit of the Purchasers Lenders (and the Administrative Agent for the benefit of the Purchasers Lenders shall acquire from SellerBorrower) a valid and perfected ownership of or first priority perfected security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect theretothereto purchased by it under the Receivables Sale Agreement, free and clear of any Adverse Claim, except as such Adverse Claims created by the Transaction Facility Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the PurchasersLenders) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, to transfer to the Collateral Agent for the benefit of the relevant Purchaser or Purchasers (and the Collateral Agent for the benefit of the such Purchaser or Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected security undivided percentage ownership interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Collateral Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each Purchase hereunder, 12660228v2 transfer to Agent for the benefit of the Purchasers (and Agent for the benefit of the Purchasers shall acquire from Seller) a valid and perfected ownership of or first priority perfected security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.