Common use of Representations and Warranties of each Transferor Clause in Contracts

Representations and Warranties of each Transferor. Each Transferor hereby severally represents and warrants to the Issuer, the Indenture Trustee and the Owner Trustee (but, in each case, only if it was a Transferor on such date and only if it was a party to the applicable Related Agreement on such date) that: (a) as of the Execution Date and each Issuance Date, each of this Agreement, the Servicing Agreement, each applicable Receivables Purchase Agreement, if any, each applicable Pooling and Servicing Agreement, if any, and each applicable Series Supplement, if any, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or general principles of equity. (b) as of the applicable Addition Date with respect to Additional Accounts, each of this Agreement and each applicable Receivables Purchase Agreement, if any, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity; (c) as of the applicable Addition Date with respect to Additional Accounts, the related Account Assignment constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity; (d) as of the applicable Addition Date with respect to any Collateral Certificate, each of this Agreement, any applicable Pooling and Servicing Agreement, any applicable Series Supplement and the related Certificate Assignment constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity; (e) as of each Increase Date, each of this Agreement, any applicable Pooling and Servicing Agreement and any applicable Series Supplement, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity; (f) (A) as of the Execution Date, with respect to the Initial Accounts (and the Receivables arising therein), the portion of Schedule 1 to this Agreement under such Transferor’s name, as supplemented to such date, is, as of the Initial Cut Off Date, an accurate and complete listing in all material respects of the Initial Accounts, the Receivables in which were transferred by such Transferor as of the Execution Date;

Representations and Warranties of each Transferor. Each Transferor hereby severally represents and warrants to the Issuer, the Indenture Trustee and the Owner Trustee (but, in each case, only if it was a Transferor on such date and only if it was a party to the applicable Related Agreement on such date) that: (a) as of the Execution Date and each Issuance Date, each of this Agreement, the Servicing Agreement, each applicable Receivables Purchase Agreement, if any, each applicable Pooling and Servicing Agreement, if any, and each applicable Series Supplement, if any, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect or general principles of equity. (b) as of the applicable Addition Date with respect to Additional Accounts, each of this Agreement and each applicable Receivables Purchase Agreement, if any, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally from time to time in effect or general principles of equity; (c) as of the applicable Addition Date with respect to Additional Accounts, the related Account Assignment constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally from time to time in effect or general principles of equity; (d) as of the applicable Addition Date with respect to any Collateral Certificate, each of this Agreement, any applicable Pooling and Servicing Agreement, any applicable Series Supplement and the related Certificate Assignment constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally from time to time in effect or general principles of equity; (e) as of each Increase Date, each of this Agreement, any applicable Pooling and Servicing Agreement and any applicable Series Supplement, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally from time to time in effect or general principles of equity; (f) (A) as of the Execution Date, with respect to the Initial Accounts (and the Receivables arising therein), the portion of Schedule 1 to this Agreement under such Transferor’s 's name, as supplemented to such date, is, as of the Initial Cut Off Date, an accurate and complete listing in all material respects of the Initial Accounts, the Receivables in which were transferred by such Transferor as of the Execution Date;

Representations and Warranties of each Transferor. RELATING TO THIS AGREEMENT AND ANY SERIES SUPPLEMENT AND THE COLLATERAL. (a) REPRESENTATIONS AND WARRANTIES ON EACH ISSUANCE DATE, EACH INCREASE DATE AND EACH ADDITION DATE. Each Transferor hereby severally represents and warrants to the Issuer, the Indenture Trustee and the Owner Trustee (but, in each case, only if it was a Transferor on such date and only if it was a party to the applicable Related Agreement on such date) Trust that: (ai) as of on each day on which any new Receivable is created, this Agreement and the Execution Date and each Issuance Date, each of this Agreement, the Servicing Agreement, each applicable Receivables Purchase Agreement, if any, and on each Addition Date with respect to Additional Accounts, this Agreement, the applicable Pooling and Servicing Receivables Purchase Agreement, if any, and the related Account Assignment, each applicable Series Supplement, if any, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or general principles of equity. (b) as of the applicable Addition Date with respect to Additional Accounts, each of this Agreement and each applicable Receivables Purchase Agreement, if any, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally from time to time in effect or general principles of equity; (cii) as of on each Issuance Date, this Agreement, the applicable Addition Date with respect to Additional AccountsReceivables Purchase Agreement, if any, the related Account Assignment applicable Pooling and Servicing Agreement and the applicable Series Supplement, each constitutes a legal, valid and binding obligation of such Transferor, Transferor enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally from time to time in effect or general principles of equity; (diii) as of on each Increase Date, this Agreement, the applicable Pooling and Servicing Agreement and the applicable Series Supplement and on each Addition Date with respect to any Collateral CertificateCertificates, each of this Agreement, any the applicable Pooling and Servicing Agreement, any the applicable Series Supplement and the related Certificate Assignment Assignment, each constitutes a legal, valid and binding obligation of such Transferor, Transferor enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally from time to time in effect or general principles of equity; (e) as of each Increase Date, each of this Agreement, any applicable Pooling and Servicing Agreement and any applicable Series Supplement, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity; (f) (Aiv) as of the Execution Initial Issuance Date, with respect to the Initial Collateral Certificate, as of the related Addition Cut Off Date with respect to Additional Accounts (and the Receivables arising therein)) and as of the Addition Date with respect to an Additional Collateral Certificate, the portion of Schedule 1 or Schedule 2, as applicable, to this Agreement under such Transferor’s 's name, as supplemented to such date, is, as of the Initial Cut Off Date, is an accurate and complete listing or identification, as applicable, in all material respects of (A) with respect to Schedule 2, the Initial Accounts, Additional Accounts the Receivables in which were transferred by such Transferor as of such Addition Cut Off Date or (B) with respect to Schedule 1, the Execution Initial Collateral Certificate which was transferred by such Transferor as of the Initial Issuance Date and each Additional Collateral Certificate transferred thereafter that remains outstanding, including any Additional Collateral Certificate transferred as of an Addition Date, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder as of such Addition Cut Off Date or with respect to the identity of such Collateral Certificate as of the Initial Issuance Date or such Addition Date, is, in each case, true and correct in all material respects; (v) as of (A) each day on which any new Receivable is created, (B) the Initial Issuance Date, with respect to the Initial Collateral Certificate, (C) each Addition Cut Off Date with respect to Additional Accounts (and the Receivables arising therein), (D) each Addition Date with respect to Additional Collateral Certificates and (E) each Increase Date with respect to an increase in an existing Collateral Certificate, such Transferor owns and has good marketable title to such Receivable, Initial Collateral Certificate or Additional Collateral Certificate, as applicable, free and clear of any Lien (other than any Lien for municipal or other local taxes if such taxes are not then due and payable or if such Transferor is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto), claim or incumbrance of any Person and such Receivable, Initial Collateral Certificate or Additional Collateral Certificate, or such increase in the Invested Amount of an existing Collateral Certificate, as applicable, is conveyed to the Trust by such Transferor in compliance, in all material respects, with all Requirements of Law applicable to such Transferor; (vi) as of (A) each day on which any new Receivable is created, (B) the Initial Issuance Date, with respect to the Initial Collateral Certificate, (C) each Addition Cut Off Date with respect to Additional Accounts (and the Receivables arising therein), (D) each Addition Date with respect to an Additional Collateral Certificate and (E) each Increase Date with respect to an increase in an existing Collateral Certificate, all authorizations, consents, orders or approvals of or registrations or declarations with any Govern mental Authority required to be obtained, effected or given by such Transferor in 25 connection with the conveyance by such Transferor of such Receivables or Additional Collateral Certificate or the increase of the Invested Amount of any Collateral Certificate previously conveyed to the Trust have been duly obtained, effected or given and are in full force and effect; (vii) as of (A) the Initial Issuance Date, with respect to the Initial Collateral Certificate, (B) each Addition Cut Off Date with respect to Additional Accounts (and the Receivables arising therein), (C) each Addition Date with respect to an Additional Collateral Certificate and (D) each Increase Date with respect to an increase in an existing Collateral Certificate, this Agreement constitutes a valid sale, transfer and assignment to the Trust of all right, title and interest of such Transferor in the Initial Collateral Certificate, any Receivables existing on and after an Addition Date, any Additional Collateral Certificate or any increased amount of an existing Collateral Certificate, as applicable, transferred to the Trust by such Transferor and the proceeds thereof and Interchange and Recoveries identified as relating to the Receivables transferred to the Trust by such Transferor or, if this Agreement or, in the case of an Additional Collateral Certificate or Additional Accounts, the related Certificate Assignment or Account Assignment, as applicable, does not constitute a sale of such property, it creates a valid and continuing security interest (as defined in the applicable UCC) in such property in favor of the Trust, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from such Transferor. Other than the security interest granted to the Trust pursuant to this Agreement, such Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed such property. Such Transferor has not authorized the filing of and is not aware of any financing statements against such Transferor that include a description of collateral covering such property other than any financing statement relating to the security interest granted to the Trust hereunder or that has been terminated. Such Transferor is not aware of any judgment of tax lien filings against such Transferor. With respect to Collateral Certificates and increases thereof, upon delivery to the applicable Collateral Agent, as designee of the Issuer, the Trust shall have a first priority perfected security or ownership interest in such property and proceeds. With respect to Receivables, upon the filing of the financing statements and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trust shall have a first priority perfected security or ownership interest in such property and proceeds; (viii) as of the Initial Issuance Date, with respect to the Initial Collateral Certificate, each Increase Date, with respect to an increase in an existing Collateral Certificate, and each Addition Date, with respect to an Additional Collateral Certificate, such Initial Collateral Certificate, such existing Collateral Certificate or such Additional Collateral Certificate, as applicable, constitutes a "certificated security" within the meaning of the applicable UCC, all original and executed copies of each certificate that constitutes or evidences such Initial Collateral Certificate, such existing Collateral Certificate or such Additional Collateral Certificate, as applicable, has been delivered to the Trust, the applicable Transferor has received a written acknowledgement from the Collateral Agent that the Collateral Agent is holding such certificate that constitutes such Initial Collateral Certificate, such existing Collateral Certificate or such Additional Collateral Certificate, as applicable, solely on behalf and for the benefit of the Noteholders of the applicable Asset Pool, the Indenture Trustee, in its individual capacity, and the Collateral Agent, in its individual capacity, the certificate that constitutes or evidences such Initial Collateral Certificate, such existing Collateral Certificate or such Additional Collateral Certificate, as applicable, has no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Trust or the Collateral Agent and, with respect to any such Additional Collateral Certificate, such Additional Collateral Certificate is an Eligible Collateral Certificate; (ix) on the applicable Addition Cut Off Date, each related Additional Account is an Eligible Account; (x) on the applicable Addition Cut Off Date, each Receivable contained in the related Additional Accounts to be conveyed to the Trust by such Transferor on the applicable Addition Date is an Eligible Receivable and constitutes an "account" within the meaning of the applicable UCC; (xi) as of the date of the creation of any new Receivable transferred to the Trust by such Transferor, such Receivable is an Eligible Receivable and constitutes an "account" within the meaning of the applicable UCC; (xii) on the applicable Addition Cut Off Date, no selection procedures believed by such Transferor to be materially adverse to the interests of the Noteholders have been used in selecting such Additional Accounts; and (xiii) on the Initial Issuance Date and on each applicable Increase Date, the Collateral Certificate which is to have its Invested Amount increased is an Eligible Collateral Certificate and constitutes a "certificated security" within the meaning of the applicable UCC.

Representations and Warranties of each Transferor. Each Transferor hereby severally represents and warrants to the Issuer, the Indenture Trustee and the Owner Issuer Trustee (but, in each case, only if it was a Transferor on such date and only if it was a party to the applicable Related Agreement on such date) that: (a) as of the Execution Date and each Issuance Date, each of this Agreement, the Servicing Agreement, each applicable Quebec Assignment, if any, each applicable Receivables Purchase Agreement, if any, each applicable Pooling and Servicing Agreement, if any, and each applicable Series Supplement, if any, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and by general principles of equitable principles, whether applied in an action at law or in equity.; (b) as of the applicable Addition Date with respect to Additional Accounts, each of this Agreement Agreement, each applicable Quebec Assignment, if any, and each applicable Receivables Purchase Agreement, if any, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity; (c) as of the applicable Addition Date with respect to Additional Accounts, the related Additional Account Assignment and the related Quebec Assignment, if any, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity; (d) as of the applicable Addition Date with respect to any Collateral Certificate, each of this Agreement, any applicable Pooling and Servicing Agreement, any applicable Series Supplement and the related Certificate Assignment constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity; (e) as of each Increase Date, each of this Agreement, any applicable Pooling and Servicing Agreement and any applicable Series Supplement, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity; (f) as of: (A) as of the Execution Date, with respect to the Initial Accounts (and the Receivables arising therein), the portion of Schedule 1 to this Agreement under such Transferor’s name, as supplemented to such date, is, as of the Initial Cut Off Date, an accurate and complete listing in all material respects of the Initial Accounts, the Receivables in which were transferred by such Transferor as of the Execution Date; (B) the applicable Addition Date, with respect to Additional Accounts (and the Receivables arising therein), the portion of Schedule 1 to this Agreement under such Transferor’s name, as supplemented to such date, is, as of the related Addition Cut Off Date, an accurate and complete listing in all material respects of such Additional Accounts, the Receivables in which were transferred by such Transferor as of the applicable Addition Date; and (C) the applicable Addition Date, with respect to Collateral Certificates, the portion of Schedule 1 to this Agreement under such Transferor’s name, as supplemented to such date, is, as of such Addition Date, an accurate and complete listing in all material respects of each Collateral Certificate transferred to the Trust after the Execution Date that remains outstanding, including any Collateral Certificate transferred as of an Addition Date; and, in each case, the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder as of the Initial Cut Off Date or such Addition Cut Off Date, as the case may be, or with respect to the identity of such Collateral Certificate as of such Addition Date, is, in each case, true and correct in all material respects; (g) as of the Execution Date, each Issuance Date and each applicable Addition Date, the Receivables or the Collateral Certificates conveyed by such Transferor to the Trust have been conveyed free and clear of any Lien; (h) as of (A) the Execution Date, with respect to the Initial Accounts (and the Receivables arising therein), (B) the applicable Addition Date, with respect to Additional Accounts (and the Receivables arising therein), (C) the applicable Addition Date, with respect to a Collateral Certificate and (D) the applicable Increase Date, with respect to an increase in the Invested Amount of an existing Collateral Certificate, all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by such Transferor in connection with the conveyance by such Transferor of such Receivables or Collateral Certificates or the increase of the Invested Amount of any existing Collateral Certificate have been duly obtained, effected or given and are in full force and effect; (i) as of (A) the Execution Date, (B) each Issuance Date, (C) the applicable Addition Date with respect to Additional Accounts (and the Receivables arising therein), (D) the applicable Addition Date with respect to a Collateral Certificate and (E) the applicable Increase Date with respect to an increase in the Invested Amount of an existing Collateral Certificate, each of this Agreement, the related Quebec Assignment, if any, the related Additional Account Assignment (in the case of Additional Accounts) and the related Certificate Assignment (in the case of Collateral Certificates) or any increased Invested Amount of an existing Collateral Certificate constitutes a valid transfer and assignment to the Trust of all right, title and interest of such Transferor in the Receivables, any additional Collateral Certificate or any increased Invested Amount of an existing Collateral Certificate, as applicable, conveyed to the Trust by such Transferor and the proceeds and Recoveries thereof, and is enforceable as such against creditors of and purchasers from such Transferor and which, in the case of existing Receivables and the proceeds and Recoveries thereof, is enforceable upon execution and delivery of this Agreement, or with respect to then existing Receivables in Additional Accounts or additional Collateral Certificates, as of the applicable Addition Date, or, with respect to any increased Invested Amount of an existing Collateral Certificate, as of the applicable Increase Date, and which will be enforceable with respect to such Receivables hereafter and thereafter created and the proceeds and Recoveries thereof upon such creation; (j) as of (A) the Execution Date with respect to the Initial Accounts (and the Receivables arising therein), (B) the applicable Addition Date with respect to Additional Accounts (and the Receivables arising therein), (C) the applicable Addition Date with respect to a Collateral Certificate and (D) the applicable Increase Date with respect to an increase in the Invested Amount of an existing Collateral Certificate, such Transferor has caused or will have caused within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the transfer to the Trust of such property under this Agreement; (k) as of (A) the Execution Date with respect to the Initial Accounts (and the Receivables arising therein), (B) the applicable Addition Date with respect to Additional Accounts (and the Receivables arising therein), (C) the applicable Addition Date with respect to a Collateral Certificate and (D) the applicable Increase Date with respect to an increase in the Invested Amount of an existing Collateral Certificate, other than the security interest granted to the Trust pursuant to this Agreement or any other security interest that has been terminated, such Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed such property; such Transferor has not authorized the filing of and is not aware of any financing statements against such Transferor that include a description of collateral covering such property other than any financing statement relating to the security interest granted to the Trust hereunder or that has been terminated; and such Transferor is not aware of any judgment or tax lien filings against such Transferor; (l) as of (A) the applicable Increase Date with respect to an existing Collateral Certificate which is to have its Invested Amount increased on such date and (B) each Addition Date with respect to a Collateral Certificate, such Transferor has in its possession all original copies of each certificate that constitutes or evidences such existing Collateral Certificate or additional Collateral Certificate, as applicable; the certificates that constitute or evidence such existing Collateral Certificate or additional Collateral Certificate do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trust; (m) as of the applicable Addition Date with respect to a Collateral Certificate, such Collateral Certificate is an Eligible Collateral Certificate; (n) as of the Initial Cut-Off Date with respect to the Initial Accounts and on the Addition Cut-Off Date with respect to Additional Accounts, each such Account is an Eligible Account; (o) as of (A) the Execution Date with respect to the Initial Accounts and (B) the applicable Addition Date with respect to Additional Accounts, the Receivables arising under such Accounts constitute either an “account”, “claim” or “book debt” under and as defined in the PPSA.; (p) as of (A) the Selection Date with respect to each Receivable contained in the Initial Accounts conveyed to the Trust by such Transferor on the Execution Date, (B) the applicable Selection Date with respect to each Receivable contained in the related Additional Accounts to be conveyed to the Trust by such Transferor on the applicable Addition Date and

Representations and Warranties of each Transferor. Each Transferor hereby severally represents and warrants to the Issuer, the Indenture Trustee and the Owner Trustee (but, in each case, only if it was a Transferor on such date and only if it was a party to the applicable Related Agreement on such date) that: (a) as of the Execution Date and each Issuance Date, each of this Agreement, the Servicing Agreement, each applicable Receivables Purchase Agreement, if any, each applicable Pooling and Servicing Agreement, if any, and each applicable Series Supplement, if any, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity. (b) as of the applicable Addition Date with respect to Additional Accounts, each of this Agreement and each applicable Receivables Purchase Agreement, if any, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity; (c) as of the applicable Addition Date with respect to Additional Accounts, the related Account Assignment constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity; (d) as of the applicable Addition Date with respect to any Collateral Certificate, each of this Agreement, any applicable Pooling and Servicing Agreement, any applicable Series Supplement and the related Certificate Assignment constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity; (e) as of each Increase Date, each of this Agreement, any applicable Pooling and Servicing Agreement and any applicable Series Supplement, constitutes a legal, valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity; (f) (A) as of the Execution Date, with respect to the Initial Accounts (and the Receivables arising therein), the portion of Schedule 1 to this Agreement under such Transferor’s name, as supplemented to such date, is, as of the Initial Cut Off Date, an accurate and complete listing in all material respects of the Initial Accounts, the Receivables in which were transferred by such Transferor as of the Execution Date;