Common use of Representations and Warranties of Seller Relating to the Agreement and the Contracts Clause in Contracts

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 Purchaser, the Liquidity Agent Administrator and each Investor MSFC 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 Transaction Documents to which the Purchase Agreement Seller is a party each constitute legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its their 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 either (A) a valid transfer to the Deal Agent as agent for the Purchasers Administrator 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, Liens or (B) a grant of a security interest in all Assets in the Asset Pool to the Deal Agent as agent for the PurchasersAdministrator. 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 Administrator 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 the Seller or any of its Affiliates 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 PurchaserSecured Party, 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 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 PurchasersSecured Parties. 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 Secured Parties 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.