Common use of Binding Obligation; Valid Transfer and Assignment Clause in Contracts

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) the Receivables transferred by the Transferor constitute “accounts” within the meaning of the UCC of the Relevant UCC State; (C) at the time of its transfer of any Trust Property to the Trust pursuant to this Agreement, the Transferor owned and had good and marketable title to such Trust Property free and clear of any Lien, claim or encumbrance of any Person (other than any Lien described in clause (x), (y) or (z) of paragraph (ii) above); (D) the Transferor has caused or will have caused, within ten (10) days of the execution of this Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables and the proceeds thereof granted to the Trustee pursuant to this Agreement; (E) other than the security interest granted to the Trustee pursuant to this Agreement or an Assignment, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or the proceeds thereof; (F) the Transferor has not authorized the filing of and is not aware of any financing statements filed against the Transferor that include a description of the Receivables other than any financing statement relating to the security interest granted to the Trustee pursuant to this Agreement or an Assignment or any financing statement that has been terminated; and (G) the Transferor is not aware of any judgment or tax lien filings against the Transferor. Except as otherwise specifically provided in this Agreement or any Supplement, neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Collection Account or any other account or accounts maintained for the benefit of Certificateholders or any Enhancement Provider, except for any right of the Transferor to receive interest accruing on, and investment earnings with respect to, any such account as provided in this Agreement and any Supplement and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the Relevant UCC State.

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) the Receivables transferred by the Transferor constitute “"accounts” " within the meaning of the UCC of the Relevant UCC State; (C) at the time of its transfer of any Trust Property to the Trust pursuant to this Agreement, the Transferor owned and had good and marketable title to such Trust Property free and clear of any Lien, claim or encumbrance of any Person (other than any Lien described in clause (x), (y) or (z) of paragraph (ii) above); (D) the Transferor has caused or will have caused, within ten (10) days of the execution of this Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables and the proceeds thereof granted to the Trustee pursuant to this Agreement; (E) other than the security interest granted to the Trustee pursuant to this Agreement or an Assignment, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or the proceeds thereof; (F) the Transferor has not authorized the filing of and is not aware of any financing statements filed against the Transferor that include a description of the Receivables other than any financing statement relating to the security interest granted to the Trustee pursuant to this Agreement or an Assignment or any financing statement that has been terminated; and (G) the Transferor is not aware of any judgment or tax lien filings against the Transferor. Except as otherwise specifically provided in this Agreement or any Supplement, neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Collection Account or any other account or accounts maintained for the benefit of Certificateholders or any Enhancement Provider, except for any right of the Transferor to receive interest accruing on, and investment earnings with respect to, any such account as provided in this Agreement and any Supplement and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the Relevant UCC State.

Binding Obligation; Valid Transfer and Assignment. The Transferor Seller hereby represents and warrants to RFC, with respect to the Trustee, on behalf of the TrustAgreement and Receivables, as of the Assumption Date Closing Date, and, with respect to any Series issued after the Assumption Datematters involving Additional Accounts, as of the related Additional Account Closing Date, unless otherwise stated in the related Supplement, Date that: (i) Each of this Agreement and any Supplement and, in the case of Additional Accounts, the related Assignment, each constitutes a legal, valid and binding obligation of the Transferor, Seller enforceable against the Transferor Seller 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 suit at law or in equity).; (ii) This Agreement Each of this Agreement, and as of the related Additional Account Closing Date, each Assignment constitutes either (A) a valid transfer sale and assignment to the Trust RFC of all right, title and interest of the Transferor Seller in and to the Receivables (other than Receivables in Additional Accounts)now existing and hereafter created, all monies due or to become due and all amounts received with respect thereto on and after the Cut Off Date, Recoveries, 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 of 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 LiensReceivables, and is enforceable as such against creditors of Receivables and purchasers from the Transferor; (B) the Receivables transferred all proceeds thereof will be held by the Transferor constitute “accounts” within the meaning of the UCC of the Relevant UCC State; (C) at the time of its transfer of any Trust Property to the Trust pursuant to this Agreement, the Transferor owned and had good and marketable title to such Trust Property RFC free and clear of any Lien, claim or encumbrance Lien of any Person (other than any Lien described in clause (x), (y) claiming through or (z) of paragraph (ii) above); (D) under the Transferor has caused Seller or will have caused, within ten (10) days of the execution of this Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables and the proceeds thereof granted to the Trustee pursuant to this Agreement; (E) other than the security interest granted to the Trustee pursuant to this Agreement or an Assignment, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of its Affiliates except for Liens permitted under Section 12(b). Neither the Receivables or the proceeds thereof; (F) the Transferor has not authorized the filing of and is not aware of any financing statements filed against the Transferor that include a description of the Receivables other than any financing statement relating to the security interest granted to the Trustee pursuant to this Agreement or an Assignment or any financing statement that has been terminated; and (G) the Transferor is not aware of any judgment or tax lien filings against the Transferor. Except as otherwise specifically provided in this Agreement or any Supplement, neither the Transferor Seller nor any Person claiming through or under the Transferor Seller shall have any claim to or interest in the Collection Account or any other account or accounts maintained for the benefit of Certificateholders or any Enhancement ProviderCertificateholders, except for any right of the Transferor RFC to receive interest accruing on, and investment earnings with respect to, any such account as provided in this the Pooling and Servicing Agreement and any Supplement and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the Relevant UCC StateSupplement.

Binding Obligation; Valid Transfer and Assignment. The Transferor ------------------------------------------------- hereby represents and warrants to the Trustee, on behalf of the Trust, as of the Assumption Substitution Date and, with respect to any Series issued after the Assumption DateSeries, 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 created on or after the Substitution Date (other than Receivables in Additional Accounts), all monies due or to become due and all amounts received with respect thereto on or after the Substitution Date 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 (other than the Prior 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 (other than the Prior 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) the Receivables transferred by the Transferor constitute “"accounts” " within the meaning of the UCC of the Relevant UCC State; (C) at the time of its transfer of any Trust Property to the Trust pursuant to this Agreement, the Transferor owned and had good and marketable title to such Trust Property free and clear of any Lien, claim or encumbrance of any Person (other than any Lien described in clause (x), (y) or (z) of paragraph (ii) above); (D) the Transferor has caused or will have caused, within ten (10) days of the execution of this Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables and the proceeds thereof granted to the Trustee pursuant to this Agreement; (E) other than the security interest granted to the Trustee pursuant to this Agreement or an Assignment, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables created on or after the Substitution Date or the proceeds thereof; (F) the Transferor has not authorized the filing of and is not aware of any financing statements filed against the Transferor that include a description of the Receivables other than any financing statement relating to the transfer of the Receivables to the Transferor pursuant to the Receivables Purchase Agreement or the security interest granted to the Trustee pursuant to this Agreement or an Assignment or any financing statement that has been terminated; and (G) the Transferor is not aware of any judgment or tax lien filings against the Transferor. (iv) If the transfer pursuant to Section 2.1 of the Prior Agreement is not deemed to constitute a sale, 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 included in the Prior Trust Property, 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 in favor of the Trustee on behalf of the Trust and 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. (v) If the transfer pursuant to Section 2.1 of the Prior Agreement is not deemed to constitute a sale and this Agreement constitutes the grant of a security interest in the Prior 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 Prior Trust Property in favor of the Trustee, which security interest is prior to all other Liens (other than Liens created under the Prior Agreement in favor of the Trustee on behalf of the Trust), and is enforceable as such against creditors of and purchasers from the Transferor; (B) the Receivables included in the Prior Trust Property constitute "accounts" within the meaning of the UCC of the Relevant UCC State; (C) at the time of its transfer of any Prior Trust Property to the Trust pursuant to this Agreement, the Transferor owned and had good and marketable title to such Prior Trust Property free and clear of any Lien, claim or encumbrance of any Person (other than any Lien described in clause (x), (y) or (z) of paragraph (iv) above); (D) the Transferor has caused or will have caused, within ten (10) days of the execution of this Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables included in the Prior Trust Property and the proceeds thereof granted to the Trustee pursuant to this Agreement; (E) other than the security interest granted to the Trustee pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables included in the Prior Trust Property or the proceeds thereof; (F) the Transferor has not authorized the filing of and is not aware of any financing statements filed against the Transferor that include a description of the Receivables included in the Prior Trust Property other than any financing statement relating to the transfer of the Receivables to the Transferor pursuant to the Receivables Purchase Agreement or the security interest granted to the Trustee pursuant to this Agreement or any financing statement that has been terminated; and (G) the Transferor is not aware of any judgment or tax lien filings against the Transferor. Except as otherwise specifically provided in this Agreement or any Supplement, neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Collection Account or any other account or accounts maintained for the benefit of Certificateholders or any Enhancement Provider, except for any right of the Transferor to receive interest accruing on, and investment earnings with respect to, any such account as provided in this Agreement and any Supplement and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the Relevant UCC State.