Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, as of the Initial Closing Date:
Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trustee, on behalf of the Trust, that, on the Initial Closing Date, on the Amendment Closing Date and, with respect to any Series of Securities, on the date of its related Supplement and Closing Date, and, with respect to any matters involving Additional Accounts or Supplemental Accounts, on the applicable Addition Date:
Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trustee as of the date hereof and each subsequent Closing Date, and with respect to any Additional Accounts, on each related Addition Date occurring after the date hereof that:
Binding Obligation; Valid Transfer and Assignment. Each Transferor hereby severally represents and warrants to the Trustee, on behalf of the Trust, with respect to any Series of Certificates, as of the date of any Supplement and the related Closing Date, unless otherwise stated in such Supplement that:
Binding Obligation; Valid Transfer and Assignment. The Transferor ------------------------------------------------- hereby represents and warrants to the Trustee, on behalf of the Trust, that, as of the 2-5 Initial Closing Date and with respect to any Series of Certificates, as of the date of its related Supplement and Closing Date:
Binding Obligation; Valid Transfer and Assignment. The Seller hereby ------------------------------------------------- represents and warrants to the Trust and the Trustee that, as of the Initial Closing Date:
Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust and the Trustee that, as of the Initial Closing Date:
Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and war- rants to the Trustee, on behalf of the Trust, with re- spect to any Series of Certificates, as of the date of any Supplement and the related Closing Date, unless otherwise stated in such Supplement that: (i) Each of this Agreement and any Supplement constitutes a legal, valid and binding obligation of the Transferor, enforce- able against the Transferor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affect- ing the enforcement of creditors' rights in general and the rights of creditors of national banking associations and except as such en- forceability may be limited by general princi- ples of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer and assignment to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created, all monies due or to become due with respect thereto on and after the Cut Off Date, Recoveries, and all proceeds (as defined in the UCC as in effect in the Relevant UCC State) of such Receivables, such funds as are from time to time deposited in the Collection Account, the Excess Funding Account and any other account or accounts main- tained for the benefit of Certificateholders and the benefits of any Enhancement, and such Receivables and all proceeds thereof will be held by the Trust free and clear of any Lien of any Person except for (x) Liens permitted under subsection 2.5(b), (y) the interest of the Transferor as holder of the Exchangeable Trans- feror Certificate and (z) any right of the holder of the Exchangeable Transferor Certifi- cate to receive interest accruing on, and in- vestment earnings with respect to, the Collec- tion Account, the Excess Funding Account or any other account or accounts maintained for the benefit of Certificateholders as provided in this Agreement and any Supplement or (B) a grant of a security interest (as defined in the UCC as in effect in the Relevant UCC State) in such property to the Trustee on behalf of the Trust, which is enforceable with respect to existing Receivables (other than Receivables in Additional Accounts) and the proceeds thereof (to the extent set forth in Section 9-306 of the UCC in effect in the Relevant UCC State) upon execution and delivery of this Agreement, and which will be enforceable with respect to such...
Binding Obligation; Valid Transfer and Assignment. (i) The Seller hereby represents and warrants to the Trust that, as of each Closing Date and each Reaffirmation Date, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).
Binding Obligation; Valid Transfer and Assignment. The Seller hereby represents and warrants to the Trust as of the date of this Agreement and each Reaffirmation Date that:
