Representations and Warranties of Seller Relating to the Agreement and the Contracts. The Seller hereby represents and warrants to the Deal Agent, each Purchaser, the Liquidity Agent and each Investor that, as of the Closing Date and as of each Addition Date:
(a) Binding, Obligation, Valid Transfer and Security Interest.
(i) This Agreement and the Purchase Agreement each constitute legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its 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 either (A) a valid transfer to the Deal Agent as agent for the Purchasers of all right, title and interest of the Seller in, to and under all Assets in the Asset Pool to the extent of the Asset Interest, and such transfer will be free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for Permitted Liens, or (B) a grant of a security interest in all Assets in the Asset Pool to the Deal Agent as agent for the Purchasers. Upon the filing of the financing statements described in Section 6.8(c) and, in the case of Additional Contracts on the applicable Addition Date, the Deal Agent as agent for the Purchasers shall have a first priority perfected security interest in all Assets 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.
Representations and Warranties of Seller Relating to the Agreement and the Contracts. The Seller hereby represents and warrants to the Deal Agent, each Secured Party, the Liquidity Agent and each Investor that, as of the Initial Purchase Date and as of each Addition Date:
(a) Binding, Obligation, Valid Transfer and Security Interest.
(i) This Agreement and the Purchase Agreement each constitute legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its 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 either (A) a valid transfer to the Deal Agent as agent for the Secured Parties of all right, title and interest of the Seller in, to and under all Assets in the Asset Pool to the extent of the Asset Interest, and such transfer will be free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for Permitted Liens, or (B) a grant of a security interest in all Assets in the Asset Pool to the Deal Agent as agent for the Secured Parties.
Representations and Warranties of Seller Relating to the Agreement and the Contracts
