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

Binding Obligation, Valid Transfer and Security Interest. The Transferor hereby represents and warrants that, as of the Initial Closing Date and, with respect to any Series issued after the Initial Closing Date, unless otherwise stated in the related Supplement, as of the Closing Date for such Series and as of each Addition Date: (i) This Agreement constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as such enforceability may be limited by Debtor Relief 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 Trust of all right, title and interest of the Transferor in, to and under the Trust Assets, and such property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or its Affiliates, except for (w) the interests of the Trustee and the Noteholders, (x) Permitted Liens, and (y) the interest of the Transferor as Holder of the Transferor Interest or (B) a grant of a security interest (as defined in the UCC as in effect in the State of California) in such property to the Trust. Upon the filing of the financing statements described in Section 2.1 and, in the case of Additional Leases on the applicable Addition Date, the Trustee on behalf of the Trust shall have a first priority perfected security interest in such property, subject only to Permitted Liens. Neither the Transferor nor any Person claiming through or under Transferor shall have any claim to or interest in the Collection Account, the Excess Funding Account or any Series Account, except as expressly provided in this Agreement or any Supplement, in accordance with the provisions of Article IV, 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 State of California.