Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, as of the Initial Closing Date and the Amendment Closing Date:
(i) This Agreement constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor 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 the rights of creditors of entities such as the Transferor, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).
(ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for security in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon the filing of the financing statement described in Section 2.01 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (sub...
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:
(i) The Receivables Purchase Agreement, this Agreement, and each Supplement each constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws or general principles of equity.
(ii) This Agreement constitutes either (A) a valid sale to the Trustee of the Receivables or (B) a grant of a security interest in favor of the Trustee in the Receivables, and that sale or security interest is perfected under the Delaware UCC.
Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trustee, on behalf of the Trust, as of the Assumption Date and, with respect to any Series issued after the Assumption Date, as of the related Closing Date, unless otherwise stated in the related Supplement, that:
(i) Each of this Agreement and any Supplement constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding 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 (other than Receivables in Additional Accounts), all monies due or to become due and all amounts received with respect thereto and all proceeds thereof (to the extent set forth in Section 9-315 of the UCC as in effect in the Relevant UCC State), and such Receivables and all proceeds thereof will be transferred to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates, except for (x) Liens permitted under Section 2.5(b), (y) the interest of the Transferor as holder of the Exchangeable Transferor Certificate or any other Class held by the Transferor from time to time and (z) any right of the holder of the Exchangeable Transferor Certificate to receive interest accruing on, and investment earnings with respect to, the Collection Account or any other account or accounts maintained for the benefit of the Certificateholders or any Enhancement Provider 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.
(iii) If this Agreement constitutes the grant of a security interest in the Trust Property to the Trustee:
(A) this Agreement creates a valid and continuing security interest (as defined in the UCC of the Relevant UCC State) in the Trust Property in favor of the Trustee, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Transferor;
(B)...
Binding Obligation; Valid Transfer and Assignment. This Agreement constitutes a legal, valid and binding obligation of Trustee, enforceable against Trustee 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 the rights of creditors of national banking associations, 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 Transferor hereby represents and warrants to the Issuer as of the date hereof and each subsequent closing date for the issuance of any Notes, and with respect to any Additional Accounts, on each related Addition Date occurring after the date hereof that:
(i) The Receivables Purchase Agreement and this Agreement, each constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws or general principles of equity.
(ii) This Agreement constitutes either (A) a valid sale to the Issuer of the Receivables or (B) a grant of a security interest to secure payment or performance of an obligation in favor of the Issuer in the Receivables, and that sale or security interest is perfected under the UCC.
Binding Obligation; Valid Transfer and Assignment. Each of the Transferors hereby represents and warrants to the Trustee that as of the Effective Date:
(i) Each of this Agreement and the Settlement Agreement constitutes a legal, valid and binding obligation of the Transferors, enforceable against such Transferor in accordance with its terms.
(ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trustee of all right, title and interest of such Transferor in and to the Trust Assets, and all of such property will be held by the Trustee free and clear of any Lien or (B) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property to the Trustee, which is and will be enforceable with respect to such Trust Assets and the proceeds thereof. If this Agreement constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements described in Section 2.01, the Trustee shall have a first priority perfected security interest in such property. Neither the Transferors nor any Person claiming through or under the Transferors shall have any claim to or interest in the Trust Assets, except, if this Agreement constitutes the grant of a security interest in such property, for the interest of the Transferors in such property as a debtor for purposes of the UCC as in effect in the applicable jurisdiction.
Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trustee, on behalf of the Trust, that, as of the Initial Closing Date and with respect to any Series of Certificates, as of the date of its related Supplement and Closing Date, and, with respect to any Series and matters involving (X) Supplemental Accounts, as of the applicable Addition Date and (Y) Automatic Additional Accounts, as of the date the Receivables of such Accounts are first designated for inclusion in the Trust:
Binding Obligation; Valid Transfer and Assignment. (i) The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions provided for in this Agreement have been duly authorized by the Purchaser by all necessary corporate action on its part, and this Agreement will remain from the time of its execution, an official record of the Purchaser.
(ii) This Agreement constitutes legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser 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 the rights of creditors of national banking associations, 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 Debtor hereby represents and warrants to the Collateral Agent and the Secured Parties as of the Closing Date and each Subsequent Funding Date and on each Release Date, that:
(1) This Agreement constitutes a legal, valid and binding obligation of the Debtor, enforceable against the Debtor, in accordance with its terms, except 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 except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).
(2) This Agreement constitutes a grant of a security interest (as defined in the UCC) in the Collateral and the proceeds thereof (to the extent set forth in Section 9-306 of the UCC) upon execution and delivery of this Agreement, it being understood that with respect to the security interests in the Contracts, this Agreement constitutes an assignment thereof. Upon the filing of the applicable financing statements, the Collateral Agent shall have a first priority perfected security interest in such property and the proceeds thereof (to the extent set forth in Section 9-306 of the UCC). Neither the Debtor nor any Person claiming through or under the Debtor shall have any claim to or interest in the Collection
Binding Obligation; Valid Transfer and Assignment. The Originator hereby represents and warrants to the Purchaser that, as of the Initial Closing Date and with respect to any Series of Certificates, as of the date of its related Supplement and Closing Date, and, with respect to any Series and matters involving (x) Supplemental Accounts, as of the applicable Addition Date and (y) Automatic Additional Accounts, as of the date the Receivables of such Accounts are designated for inclusion in the Trust:
(i) This Agreement constitutes the legal, valid and binding obligation of the Originator, enforceable against the Originator 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).
(ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Purchaser of all right, title and
