Immediately prior to the sale or contribution of such Originator’s right, title and interest to, in and under a Transferred Receivable originated by such Originator, the Related Security relating thereto and the Collections thereof by such Originator hereunder, such Originator shall have good and valid rights in or the power to transfer such Transferred Receivable, the Related Security relating thereto and the Collections thereof and title to such Transferred Receivables, the Related Security relating thereto and the Collections thereof to be sold or contributed, free and clear of all Liens (other than Liens to be released upon the transfer of such Transferred Receivable), and each such sale or contribution hereunder constitutes a valid sale or contribution, transfer and assignment of all of such Originator’s right, title and interest in, to and under such Transferred Receivables, Related Security relating thereto and Collections thereof contributed by it, free and clear of any Liens. On or before the date hereof and before the generation by such Originator of any new Transferred Receivable after the date hereof to be sold or contributed or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect Transferee’s ownership interest in such Transferred Receivable, Related Security relating thereto and Collections thereof against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full.