Common use of Binding Obligation, Valid Transfer and Security Interest Clause in Contracts

Binding Obligation, Valid Transfer and Security Interest. (i) This Agreement and each other Transaction Document to which the Seller is a party each constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and except 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 a valid transfer to the Administrative Agent, as agent for the Secured Parties, of all right, title and interest of the Seller in, to and under all of the Collateral, free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this Agreement are determined to be transfer for security, then this Agreement constitutes a grant of a security interest in all of the Collateral to the Administrative Agent, as agent for the Secured Parties, which upon the delivery of the Required Asset Documents to the Collateral Custodian and the filing of the financing statements described in Section 4.1(o) and, in the case of Additional Assets on the applicable Addition Date, shall be a first priority perfected security interest in all Collateral, subject only to Permitted Liens. Neither the Seller nor any Person claiming through or under Seller shall have any claim to or interest in the Collection Account and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of Seller in such property as a debtor for purposes of the UCC.

Binding Obligation, Valid Transfer and Security Interest. (i) This Agreement and each other Transaction Document to which the Seller is a party each constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and except 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 a valid transfer to the Administrative Agent, as agent for the Secured Parties, of all right, title and interest of the Seller in, to and under all of the Collateral, free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this Agreement are determined to be transfer for security, then this Agreement constitutes a grant of a security interest in all of the Collateral to the Administrative Agent, as agent for the Secured Parties, which upon the delivery of the Required Asset Documents to the Collateral Custodian and the filing of the financing statements described in Section 4.1(o4.1(m) and, in the case of Additional Assets on the applicable Addition Date, shall be a first priority perfected security interest in all Collateral, subject only to Permitted Liens. Neither the Seller nor any Person claiming through or under Seller shall have any claim to or interest in the Collection Account and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of Seller in such property as a debtor for purposes of the UCC.

Binding Obligation, Valid Transfer and Security Interest. (i) This Agreement and each other Transaction Document to which the Seller is a party each constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and except 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 a valid transfer Grant of a security interest in all of the Collateral to the Administrative AgentTrustee, as agent for the benefit of the Secured Parties, of all right, title and interest of the Seller in, to and under all of the Collateral, free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this Agreement are determined to be transfer for security, then this Agreement constitutes a grant of a security interest in all of the Collateral to the Administrative Agent, as agent for the Secured Parties, which upon the delivery of the Required Asset Loan Documents to the Collateral Custodian Trustee, the crediting of Assets to the Accounts and the filing of the financing statements described in Section 4.1(o4.1(m) and, in the case of Additional Assets on the applicable Addition Date, shall be a valid and first priority perfected security interest in all Collateral, subject only to Permitted Liens. Neither the Seller nor any Person claiming through or under Seller shall have any claim to or interest in the Collection Account or any other Account and, if because this Agreement constitutes the grant Grant of a security interest in such property, except for the interest of Seller in such property as a debtor for purposes of the UCC.

Binding Obligation, Valid Transfer and Security Interest. (i1) This Agreement and each other Transaction Document to which the Seller is a party each constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii2) This Agreement constitutes a valid transfer to the Administrative Agent, as agent for the Secured Parties, of all right, title and interest of the Seller in, to and under all of Assets in the CollateralAsset Pool, free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this Agreement are determined to be transfer for security, then this Agreement constitutes a grant of a security interest in all of Assets in the Collateral Asset Pool to the Administrative Agent, as agent for the Secured Parties, which upon the delivery of the Required Asset Loan Documents to the Collateral Custodian and the filing of the financing statements described in Section 4.1(o4.1(m) and, in the case of Additional Assets Loans on the applicable Addition Date, shall be a first priority perfected security interest in all CollateralAssets in the Asset Pool, subject only to Permitted Liens. Neither the Seller nor any Person claiming through or under Seller shall have any claim to or interest in the Collection Account or the Excess Spread Account and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of Seller in such property as a debtor for purposes of the UCC.

Binding Obligation, Valid Transfer and Security Interest. (i) This Each of this Agreement and each other Transaction Document to which the Seller Borrower is a party each constitute constitutes a legal, valid and binding obligation of the SellerBorrower, enforceable against the Seller Borrower in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and except 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 a valid transfer Grant of a security interest in all of the Collateral to the Administrative AgentTrustee, as agent for the benefit of the Secured Parties, of all right, title and interest of the Seller Borrower in, to and under all of the Collateral, free and clear of any Lien of any Person claiming through or under the Seller Borrower or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this Agreement are determined to be transfer for security, then this Agreement constitutes a grant of a security interest in all of the Collateral to the Administrative Agent, as agent for the Secured Parties, which upon the delivery of the Required Asset Loan Documents to the Collateral Custodian Trustee, the crediting of Loans to the Accounts and the filing of the financing statements described in Section 4.1(o4.1(m) and, in the case of Additional Assets on the applicable Addition Date, shall be a valid and first priority perfected security interest in all Collateral, subject only to Permitted Liens. Neither the Seller Borrower nor any Person claiming through or under Seller Borrower shall have any claim to or interest in the Collection Account or any other Account and, if this Agreement constitutes the grant Grant of a security interest in such property, except for the interest of Seller Borrower in such property as a debtor for purposes of the UCC.

Binding Obligation, Valid Transfer and Security Interest. (i) This Agreement and each other Transaction Document to which the Seller is a party each constitute constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and except 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 a valid transfer to the Administrative Agent, as agent for the Secured Parties, Buyer of all right, title and interest of the Seller in, to and under all of the Purchased Collateral, free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this Agreement are determined to be a transfer for security, then this Agreement constitutes a grant of a security interest in all of the Purchased Collateral to the Administrative Agent, as agent for the Secured Parties, Buyer which upon the delivery of the Required Asset Documents to the Collateral Custodian and the filing of the financing statements described in Section 4.1(o4.1(n) and, in the case of Additional Assets on the applicable Addition Purchase Date, shall be a first priority perfected security interest in all Purchased Collateral, subject only to Permitted Liens. Neither the Seller nor any Person claiming through or under Seller shall have any claim to or interest in the Collection Account or the Excess Spread Account and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of Seller in such property as a debtor for purposes of the UCC.

Binding Obligation, Valid Transfer and Security Interest. (i) This Agreement and each other Transaction Document to which the Seller is a party each constitute constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and except 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 a valid transfer to the Administrative Agent, as agent for the Secured Parties, Buyer of all right, title and interest of the Seller in, to and under all of the Purchased Collateral, free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this Agreement are determined to be a transfer for security, then this Agreement constitutes a grant of a security interest in all of the Purchased Collateral to the Administrative Agent, as agent for the Secured Parties, Buyer which upon the delivery of the Required Asset Documents to the Collateral Custodian and the filing of the financing statements described in Section 4.1(o4.1(n) and, in the case of Additional Assets on the applicable Addition Purchase Date, shall be a first priority perfected security interest in all Purchased Collateral, subject only to Permitted Liens. Neither the Seller nor any Person claiming through or under Seller shall have any claim to or interest in the Collection Account and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of Seller in such property as a debtor for purposes of the UCC.

Binding Obligation, Valid Transfer and Security Interest. (i) This Agreement and each other Transaction Document to which the Seller is a party each constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and except 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 a valid transfer to the Administrative Agent, as agent for the Secured Parties, Purchasers of all right, title and interest of the Seller in, to and under all of Assets in the CollateralAsset Pool, free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this Agreement are determined to be transfer transfers for security, then this Agreement constitutes a grant of a security interest in all of Assets in the Collateral Asset Pool to the Administrative AgentTrustee, as agent for the benefit of the Secured Parties, which upon the delivery of the Required Asset Loan Documents to the Collateral Custodian Trustee and the filing of the financing statements described in Section 4.1(o4.1(m) and, in the case of Additional Assets on the applicable Addition Date, shall be a first priority perfected security interest in all Collateralthe Loans in the Asset Pool and in that portion of the Assets in which a security interest may be perfected by filing, subject only to Permitted Liens. Neither the Seller nor any Person claiming through or under Seller shall have any claim to or interest in the Collection Account and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of Seller in such property as a debtor for purposes of the UCC.

Binding Obligation, Valid Transfer and Security Interest. (i1) This Agreement and each other Transaction Document to which the Seller is a party each constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii2) This Agreement constitutes a valid transfer to the Administrative Agent, as agent for the Secured Parties, of all right, title and interest of the Seller in, to and under all of Assets in the CollateralAsset Pool, free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for Permitted Liens. If the conveyances contemplated by this This Agreement are determined to be transfer for security, then this Agreement constitutes creates a grant of a valid and continuing security interest in all of Assets in the Collateral Asset Pool to the Administrative Agent, as agent for the Secured Parties, which upon the delivery of the Required Asset Loan Documents to the Collateral Custodian and the filing of the financing statements described in Section 4.1(o4.1(m) and, in the case of Additional Assets on the applicable Addition Date, and shall be a first priority perfected security interest in all CollateralAssets in the Asset Pool, subject only to Permitted Liens. Neither the Seller nor any Person claiming through or under Seller shall have any claim to or interest in the Collection Account and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of Seller in such property as a debtor for purposes of the UCC.