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

Binding Obligation, Valid Transfer and Security Interest. The Seller hereby represents and warrants to the Trust that, as of the First Closing Date and, with respect to any Series issued after the First 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 and each Purchase Agreement constitutes a legal, valid and binding obligation 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) or by an implied covenant of good faith and fair dealing. (ii) This Agreement constitutes either (A) a valid transfer to the Trust of all right, title and interest of Seller in, to and under the Trust Assets (other than any Residual Investment that is not a Guaranteed Residual Investment), and such property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for (x) the Lien of the Collateral Agent and (y) Permitted Liens, or (B) a grant of a security interest in such property to the Trust. Upon the filing of the financing statements described in Section 2.1 and, in the case of Additional Contracts on the applicable Addition Date, the Trust shall have a first priority perfected security interest in such property, subject only to the Lien of the Collateral Agent and 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 Reserve Account except 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 Seller in such property as a debtor for purposes of the UCC as in effect in the State of Delaware.

Binding Obligation, Valid Transfer and Security Interest. The Seller -------------------------------------------------------- hereby represents and warrants as of each date the representations are made or deemed made in Sections 4.1(e), (j) and (k) of the Receivables Purchase --------------- --- --- Agreement that such representations are true and correct. Seller hereby represents and warrants to the Trust that, as of the First Initial Closing Date and the RPA Closing Date and, with respect to any Series issued after the First Initial Closing Date, unless otherwise stated in the related Supplement, as of the Closing Date for such Series and as of each Addition DateSeries: (i) This Agreement and each Purchase Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency 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) or by an implied covenant of good faith and fair dealing). (ii) This The representations and warranties set out in Schedule 2 are ---------- true and correct. Without limiting the generality of the foregoing, this Agreement constitutes either (A) a valid transfer to the Trust of all right, title and interest of Seller in, to and under the Trust Assets (other than any Residual Investment that is not a Guaranteed Residual Investment)property described in the first paragraph of Section 2.1, and such property ----------- will be held by the Trust free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for (x) the Lien of the Collateral Agent and Liens permitted under subsection 2.5(b), (y) Permitted Liensthe Seller Interest and ----------------- (z) Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Accounts, the Principal Accounts and any other Investor Accounts as provided in this Agreement and any Supplement or (B) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property to the Trust, which is enforceable with respect to existing Receivables in the Accounts, all monies due or to become due with respect thereto, the Collections, Recoveries and other proceeds thereof, and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter arising in the Accounts, all monies due or to become due with respect thereto, the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto, at the time such Receivables arise. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statements statement described in Section 2.1 and, and in the case of Additional Contracts on the applicable Addition DateReceivables hereafter arising in ----------- the Accounts and proceeds thereof and Insurance Proceeds relating to such Receivables, as the same arise, the Trust shall have a first priority perfected security interest in such property, subject only to the Lien of the Collateral Agent and Permitted Liensexcept for Liens permitted under subsection 2.5(b). Neither the Seller nor any Person ----------------- claiming through or under Seller shall have any claim to or interest in the Collection Account Principal Accounts, the Finance Charge Accounts or the Reserve Account Distribution Accounts or any other Investor Accounts, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Accounts, Principal Accounts and any other Investor Accounts as provided in this Agreement and any Supplement, Seller's right to receive payments from the Finance Charge Accounts and Principal Accounts in accordance with the provisions of Article IV IV, 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 as in effect in the State of Delawareapplicable jurisdiction.

Binding Obligation, Valid Transfer and Security Interest. The Seller Transferor hereby represents and warrants to the Trust thatIssuer, as of the First Closing Date date of this Agreement and, with respect to any Series issued after Series, as of the First related Closing Date, unless otherwise stated in the related Indenture Supplement, as of the Closing Date for such Series and as of each Addition Datethat: (i) This Agreement and each Purchase Agreement constitutes a legal, valid and binding obligation of the SellerTransferor, enforceable against the Seller Transferor in accordance with its terms, except as such enforceability may be limited by Insolvency Laws subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit proceeding at law or in equity) or by an implied covenant of good faith and fair dealing). (ii) This Agreement constitutes either (A) a valid transfer and assignment to the Trust Issuer of all right, title and interest of Seller inthe Transferor in and to (1) the Collateral Certificate, to and under (2) effective on the Certificate Trust Assets Termination Date, the Receivables created on or after the Certificate Trust Termination Date (other than any Residual Investment that is not a Guaranteed Residual InvestmentReceivables in Additional Accounts), all monies due or to become due and all amounts received with respect thereto on or after the Certificate Trust Termination Date and all proceeds thereof (to the extent set forth in Section 9-315 of the UCC as in effect in the Relevant UCC State), and such property Collateral Certificate and Receivables and all proceeds thereof will be held by transferred to the Trust Issuer free and clear of any Lien of any Person claiming through or under the Seller Transferor or any of its Affiliates, except for (x) the Lien of the Collateral Agent and Liens permitted under Section 2.5(b), (y) Permitted Liensthe interest of the Transferor as holder of the Exchangeable Transferor Certificate or any other Class held by the Transferor from time to time and (z) any right of the holder of the Exchangeable Transferor Certificate to receive interest accruing on, and investment earnings with respect to, the Collection Account or any other account or accounts maintained for the benefit of the Noteholders or any Enhancement Provider as provided in the Transaction Documents or (B) a grant of a security interest (as defined in the UCC as in effect in the Relevant UCC State) in such property to the Trust. Upon Issuer. (iii) If this Agreement constitutes the grant of a security interest in the Trust Assets to the Issuer: (A) this Agreement creates a valid and continuing security interest (as defined in the UCC of the Relevant UCC State) in the Trust Assets in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Transferor; (B) the Receivables transferred by the Transferor constitute "accounts" within the meaning of the UCC of the Relevant UCC State; (C) at the time of its transfer of any Trust Assets to the Issuer pursuant to this Agreement, the Transferor owned and had good and marketable title to such Trust Assets free and clear of any Lien, claim or encumbrance of any Person (other than any Lien described in clause (x), (y) or (z) of paragraph (ii) above); (D) the Transferor has caused or will have caused, within ten (10) days of the Certificate Trust Termination Date, the filing of the all appropriate financing statements described in Section 2.1 and, in the case of Additional Contracts on proper filing office in the appropriate jurisdictions under applicable Addition Date, law in order to perfect the Trust shall have a first priority perfected security interest in such property, subject only the Receivables and the proceeds thereof granted to the Lien Issuer pursuant to this Agreement; (E) other than the security interest granted to the Issuer pursuant to this Agreement or an Assignment or any security interest that has been released, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Trust Assets; (F) the Transferor has not authorized the filing of and is not aware of any financing statements filed against the Transferor that include a description of the Collateral Agent and Permitted LiensReceivables created on or after the Certificate Trust Termination Date other than any financing statement relating to the transfer of the Receivables to the Transferor pursuant to the Receivables Purchase Agreement or the security interest granted to the Issuer pursuant to this Agreement or an Assignment or any financing statement that has been terminated; and (G) the Transferor is not aware of any judgment or tax lien filings against the Transferor. Neither Except as otherwise specifically provided in the Seller Transaction Documents, neither the Transferor nor any Person claiming through or under Seller the Transferor shall have any claim to or interest in the Collection Account or any other account or accounts maintained for the Reserve Account benefit of Noteholders or any Enhancement Provider, except for any right of the Transferor to receive interest accruing on, and investment earnings with respect to, any such account as provided in accordance with the provisions of Article IV Transaction Documents and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of Seller the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareRelevant UCC State.

Binding Obligation, Valid Transfer and Security Interest. The Seller Transferor hereby represents and warrants to the Trust thatIssuer, as of the First Closing Date date of this Agreement and, with respect to any Series issued after Series, as of the First related Closing Date, unless otherwise stated in the related Indenture Supplement, as of the Closing Date for such Series and as of each Addition Datethat: (i) This Agreement and each Purchase Agreement constitutes a legal, valid and binding obligation of the SellerTransferor, enforceable against the Seller Transferor in accordance with its terms, except as such enforceability may be limited by Insolvency Laws subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit proceeding at law or in equity) or by an implied covenant of good faith and fair dealing). (ii) This Agreement constitutes either (A) a valid transfer and assignment to the Trust Issuer of all right, title and interest of Seller inthe Transferor in and to (1) the Collateral Certificate, to and under (2) effective on the Certificate Trust Assets Termination Date, the Receivables created on or after the Certificate Trust Termination Date (other than any Residual Investment that is not a Guaranteed Residual InvestmentReceivables in Additional Accounts), all monies due or to become due and all amounts received with respect thereto on or after the Certificate Trust Termination Date and all proceeds thereof (to the extent set forth in Section 9-315 of the UCC as in effect in the Relevant UCC State), and such property Collateral Certificate and Receivables and all proceeds thereof will be held by transferred to the Trust Issuer free and clear of any Lien of any Person claiming through or under the Seller Transferor or any of its Affiliates, except for (x) the Lien of the Collateral Agent and Liens permitted under Section 2.5(b), (y) Permitted Liensthe interest of the Transferor as holder of the Exchangeable Transferor Certificate or any other Class held by the Transferor from time to time and (z) any right of the holder of the Exchangeable Transferor Certificate to receive interest accruing on, and investment earnings with respect to, the Collection Account or any other account or accounts maintained for the benefit of the Noteholders or any Enhancement Provider as provided in the Transaction Documents or (B) a grant of a security interest (as defined in the UCC as in effect in the Relevant UCC State) in such property to the Trust. Upon the filing of the financing statements described in Section 2.1 and, in the case of Additional Contracts on the applicable Addition Date, the Trust shall have a first priority perfected security interest in such property, subject only to the Lien of the Collateral Agent and 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 Reserve Account except in accordance with the provisions of Article IV and, if Issuer. (iii) If this Agreement constitutes the grant of a security interest in the Trust Assets to the Issuer: (A) this Agreement creates a valid and continuing security interest (as defined in the UCC of the Relevant UCC State) in the Trust Assets in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such property, except for against creditors of and purchasers from the interest of Seller in such property as Transferor; (B) the Collateral Certificate constitutes a debtor for purposes "certificated security," "instrument" or "general intangible" within the meaning of the UCC as in effect in of the State of Delaware.Relevant UCC state;

Binding Obligation, Valid Transfer and Security Interest. The Seller -------------------------------------------------------- hereby represents and warrants to the Trust Issuer that, as of the First Initial Closing Date and, with respect to any Series issued after the First Initial Closing Date, unless otherwise stated in the related Indenture Supplement, as of the Closing Date for such Series and as of each Addition DateSeries: (i) This Agreement and each Purchase Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency 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) or by an implied covenant of good faith and fair dealing). (ii) This Agreement constitutes either (A) a valid transfer to the Trust Issuer of all right, title and interest of Seller in, to and under the Trust Assets (other than any Residual Investment that is not a Guaranteed Residual Investment)Assets, and such property will be held by the Trust Issuer free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for (w) the interests of the FCMT Trustee, the Indenture Trustee and the Noteholders, (x) the Lien of the Collateral Agent and Liens permitted under Section 2.5(b), (y) Permitted Liens-------------- the Seller Interest and (z) Seller's right to receive interest accruing on, and investment earnings in respect of, the Collection Account or any Series Account as provided in the Transaction Documents or (B) a grant of a security interest in such property to the TrustIssuer, which is enforceable with respect to (i) upon execution and delivery of this Agreement, the Collateral Certificate, all monies due or to become due with respect thereto and other proceeds thereof, (ii) upon the FCMT Termination Date, the then existing Receivables, all monies due or to become due with respect thereto, the Collections, Recoveries and other proceeds thereof, and Insurance Proceeds relating thereto and (iii) thereafter, at the time new Receivables arise, with respect to such Receivables, all monies due or to become due with respect thereto, and the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto. Upon If this Agreement constitutes the grant of a security interest to the Issuer in such property, upon the filing of the financing statements described in Section 2.1 and, and in the case of Additional Contracts on the applicable Addition DateReceivables ----------- hereafter arising in the Accounts and proceeds thereof and Insurance Proceeds relating to such Receivables, as the same arise, the Trust Issuer shall have a first priority perfected security interest in such property, subject only to the Lien of the Collateral Agent and Permitted Liensexcept for Liens permitted under Section 2.5(b). Neither the Seller nor any Person -------------- claiming through or under Seller shall have any claim to or interest in the Collection Account, the Excess Funding Account or any Series Account, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Reserve Collection Account, the Excess Funding Account except or any Series Account, as provided in the Transaction Documents, Seller's right to receive payments from the Collection Account or any Series Account in accordance with the provisions of Article IV the Indenture, 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 as in effect in the State of DelawareIllinois.

Binding Obligation, Valid Transfer and Security Interest. The Seller ------------------- ------------------------------------ hereby represents and warrants to the Trust that, as of the First Initial Closing Date and, with respect to any Series issued after the First Initial Closing Date, unless otherwise stated in the related Supplement, as of the Closing Date for such Series and as of each Addition DateSeries: (i) This Agreement and each Purchase Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency 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) or by an implied covenant of good faith and fair dealing). (ii) This Agreement constitutes either (A) a valid transfer to the Trust of all right, title and interest of Seller in, to and under the Trust Assets (other than any Residual Investment that is not a Guaranteed Residual Investment)property described in the first paragraph of Section 2.1, and such ----------- property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for (x) the Lien of the Collateral Agent and Liens permitted under subsection 2.5(b), (y) Permitted Liensthe Seller Interest ----------------- and (z) Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Accounts, the Principal Accounts and any other Investor Accounts as provided in this Agreement and any Supplement or (B) a grant of a security interest (as defined in the UCC as in effect in the State of Illinois) in such property to the Trust, which is enforceable with respect to existing Receivables in the Accounts, all monies due or to become due with respect thereto, the Collections, Recoveries and other proceeds thereof, and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter arising in the Accounts, all monies due or to become due with respect thereto, the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto, at the time such Receivables arise. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statements statement described in Section 2.1 and, and in the case of Additional Contracts on ----------- the applicable Addition DateReceivables hereafter arising in the Accounts and proceeds thereof and Insurance Proceeds relating to such Receivables, as the same arise, the Trust shall have a first priority perfected security interest in such property, subject only to the Lien of the Collateral Agent and Permitted Liensexcept for Liens permitted under subsection ---------- 2.5(b). Neither the Seller nor any Person claiming through or under Seller ------ shall have any claim to or interest in the Collection Account Principal Accounts, the Finance Charge Accounts or the Reserve Account Distribution Accounts or any other Investor Accounts, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Accounts, Principal Accounts and any other Investor Accounts as provided in this Agreement and any Supplement, Seller's right to receive payments from the Finance Charge Accounts and Principal Accounts in accordance with the provisions of Article IV IV, 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 as in effect in the State of DelawareIllinois.

Binding Obligation, Valid Transfer and Security Interest. The Seller Financing Originator hereby represents and warrants to the Trust that, Buyer as of the First Closing Cut-Off Date and, with respect to any Series issued after the First Closing Date, unless otherwise stated in the related Supplement, as of the Closing Date for such Series and as of each Addition Datethat: (ia) This Agreement and each Purchase Agreement Each of the Sale Papers constitutes a legal, valid and binding obligation of the SellerFinancing Originator, enforceable against the Seller Financing Originator 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) or by an implied covenant of good faith and fair dealing. (iib) This Agreement constitutes either (A) a valid transfer to the Trust Buyer of all right, title and interest of Seller the Financing Originator in, to and under the Trust Series 1996-3 Assets (other than any Residual Investment that is not a Guaranteed Residual Investment), and such property will be held by the Trust Buyer free and clear of any Lien of any Person claiming through or under the Seller Financing Originator or its Affiliates, except for (x) the Lien of the Collateral Agent and (y) Permitted Liens, or (B) a grant of a security interest (as defined in the Relevant UCC State) in such property to the TrustBuyer. Upon the filing of the financing statements described in Section 2.1 and, in the case of Additional Contracts on the applicable Addition Datestatements, the Trust Buyer shall have a first priority perfected security interest in such property, subject only to the Lien Permitted Liens except with respect to any item of the Collateral Agent and Permitted LiensEquipment that is a vehicle subject to vehicle registration statutes. Neither the Seller nor any Person claiming through or under Seller shall have any claim to or interest in the Collection Account or the Reserve Account except in accordance with the provisions of Article IV and, if If this Agreement constitutes the grant of a security interest in such propertythe Secured Obligations, neither the Financing Originator nor any Person claiming through or under the Financing Originator shall have any claim, except for the interest of Seller the Financing Originator in such property as a debtor for purposes of the UCC as in effect in the State Relevant UCC State. (c) Schedule I to this Agreement is, as of Delawarethe Cut Off Date, an accurate and complete listing in all material respects of the Series 1996-3 Contracts which are End-User Contracts and the information contained therein is true and correct in all material respects as of the Cut Off Date. (d) Schedule II to this Agreement is, as of the Cut Off Date, an accurate and complete listing in all material respects of the Series 1996-3 Contracts which are Instruments. (e) Schedule III to this Agreement is, as of the Cut Off Date, an accurate and complete listing in all material respects of the PBCC Contracts. (f) Each End-User Contract has been transferred to the Buyer free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to the Financing Originator and with respect to each Series 1996-3 Contract, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Financing Originator in connection with the transfer of such Series 1996-3 Contract to the Buyer have been duly obtained, effected or given and are in full force and effect; provided, however, that the Financing Originator and the Buyer have agreed that the certificates of title to any vehicles included in the Equipment will not be re-registered to indicate the sale of such vehicles to the Buyer or the transfer from the Financing Originator to the Buyer of the Financing Originator's security interest in such vehicles.

Binding Obligation, Valid Transfer and Security Interest. The Seller JCPR hereby represents and warrants to the Trust that, as of the First Closing Date andTrust, with respect to any Series issued after of Certificates, as of the First date of the related Supplement and the related Closing Date, unless otherwise stated in the related such Supplement, as and an of the Closing any Addition Date for such Series and as of each Addition Datethat: (i) This Agreement and any Supplement, and, in the case of Additional Accounts, the related Transfer Agreement, each Purchase Agreement constitutes constitute a legal, valid and binding obligation of the SellerJCPR, enforceable against the Seller JCPR in accordance with its terms, except as such enforceability may be limited by Insolvency 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) or by an implied covenant of good faith and fair dealing). (ii) This Agreement constitutes and the Receivables Purchase Agreement, collectively, constitute either (A) a valid transfer to the Trust of all right, title and interest of Seller JCPR and JCPenney in, to and under the Trust Assets Receivables now existing and hereafter created (other than Receivables in Additional Accounts), all monies due or to become due with respect thereto (including all Finance Charge Receivables), and all proceeds (as defined in the UCC as in effect in any Residual Investment that is not a Guaranteed Residual Investment)state where JCPR's, JCPenney's or the Servicer's chief executive offices or books and records relating to the Receivables are located) thereof and Insurance Proceeds relating thereto, and such property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Seller JCPR or its AffiliatesJCPenney, except for (x) the Lien of the Collateral Agent and Liens permitted under subsection 2.5(b), (y) Permitted Liensthe interest of the Holder of the Exchangeable Certificate and (z) JCPR's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in this Agreement and any Supplement or (B) a grant of a security interest (as defined in the UCC as in effect in any state where JCPR's, JCPenney's or the Servicer's chief executive offices or books and records relating to the Receivables are located) in such property to the Trust, which is enforceable with respect to existing Receivables (other than Receivables in Additional Accounts), all monies due or to become due with respect thereto, the proceeds thereof, and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, the Receivables Purchase Agreement and any Supplement, and which will be enforceable with respect to such Receivables hereafter created, all monies due or to become due with respect thereto, the proceeds thereof and Insurance Proceeds relating thereto, upon such acquisition. Upon If this Agreement or any Transfer Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statements statement described in Section 2.1 and, and in the case of Additional Contracts on the applicable Addition DateReceivables hereafter created and proceeds thereof and Insurance Proceeds relating to such Receivables, upon such creation, the Trust shall have a first priority perfected security interest in such property, subject only to the Lien of the Collateral Agent and Permitted Liensexcept for Liens permitted under subsection 2.5(b). Neither the Seller JCPR, JCPenney nor any Person claiming through or under Seller JCPR or JCPenney shall have any claim to or interest in the Collection Principal Account, the Finance Charge Account or the Reserve Distribution Account, except for JCPR's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account except and Principal Account as provided in this Agreement and any Supplement, the right of the Holder of the Exchangeable Certificate to receive payments from the Finance Charge Account and Principal Account in accordance with the provisions of Article IV subsections 4.3(c)(iii) and 4.5(e), if applicable, and, if this Agreement and any Supplement constitutes the grant of a security interest in such property, except for the interest of Seller JCPR in such property as a debtor for purposes of the UCC as in effect in any state where JCPR's, JCPenney's or the State of DelawareServicer's chief executive offices or books and records relating to the Receivables are located.

Binding Obligation, Valid Transfer and Security Interest. The Seller -------------------------------------------------------- hereby represents and warrants to the Trust Issuer that, as of the First Initial Closing Date and, with respect to any Series issued after the First Initial Closing Date, unless otherwise stated in the related Indenture Supplement, as of the Closing Date for such Series and as of each Addition DateSeries: (i) This Agreement and each Purchase Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency 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) or by an implied covenant of good faith and fair dealing). (ii) This Agreement constitutes either (A) a valid transfer to the Trust Issuer of all right, title and interest of Seller in, to and under the Trust Assets (other than any Residual Investment that is not a Guaranteed Residual Investment)Assets, and such property will be held by the Trust Issuer free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for (w) the interests of the FCMT Trustee, the Indenture Trustee and the Noteholders, (x) the Lien of the Collateral Agent and Liens permitted under Section 2.5(b), (y) Permitted Liens-------------- the Seller Interest and (z) Seller's right to receive interest accruing on, and investment earnings in respect of, the Collection Account or any Series Account as provided in the Transaction Documents or (B) a grant of a security interest in such property to the TrustIssuer, which is enforceable with respect to (i) upon execution and delivery of this Agreement, the Collateral Certificate, all monies due or to become due with respect thereto and other proceeds thereof, (ii) upon the FCMT Termination Date, the then existing Receivables, all monies due or to become due with respect thereto, the Collections, Recoveries and other proceeds thereof, and Insurance Proceeds relating thereto and (iii) thereafter, at the time new Receivables arise, with respect to such Receivables, all monies due or to become due with respect thereto, and the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto. Upon If this Agreement constitutes the grant of a security interest to the Issuer in such property, upon the filing of the financing statements described in Section ------- 2.1 and, and in the case of Additional Contracts on the applicable Addition DateReceivables hereafter arising in the Accounts --- and proceeds thereof and Insurance Proceeds relating to such Receivables, as the same arise, the Trust Issuer shall have a first priority perfected security interest in such property, subject only to the Lien of the Collateral Agent and Permitted Liensexcept for Liens permitted under Section 2.5(b). Neither the Seller nor any Person claiming through or under -------------- Seller shall have any claim to or interest in the Collection Account, the Excess Funding Account or any Series Account, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Reserve Collection Account, the Excess Funding Account except or any Series Account, as provided in the Transaction Documents, Seller's right to receive payments from the Collection Account or any Series Account in accordance with the provisions of Article IV the Indenture, 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 as in effect in the State of DelawareIllinois.

Binding Obligation, Valid Transfer and Security Interest. The Seller -------------------------------------------------------- hereby represents and warrants as of each date the representations are made or deemed made in Sections 4.1(e), (j) and (k) of the Receivables Purchase --------------- --- --- Agreement that such representations are true and correct. Seller hereby represents and warrants to the Trust Issuer that, as of the First Initial Closing Date and, with respect to any Series issued after the First Initial Closing Date, unless otherwise stated in the related Indenture Supplement, as of the Closing Date for such Series and as of each Addition DateSeries: (i) This Agreement and each Purchase Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency 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) or by an implied covenant of good faith and fair dealing). (ii) This Agreement constitutes either (A) a valid transfer to the Trust Issuer of all right, title and interest of Seller in, to and under the Trust Assets (other than any Residual Investment that is not a Guaranteed Residual Investment)Assets, and such property will be held by the Trust Issuer free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for (w) the interests of the FCMT Trustee, the Indenture Trustee and the Noteholders, (x) the Lien of the Collateral Agent and Liens permitted under Section 2.5(b), (y) Permitted Liensthe Seller Interest and (z) Seller's right to -------------- receive interest accruing on, and investment earnings in respect of, the Collection Account or any Series Account as provided in the Transaction Documents or (B) a grant of a security interest in such property to the TrustIssuer, which is enforceable with respect to (i) upon execution and delivery of this Agreement, the Collateral Certificate, all monies due or to become due with respect thereto and other proceeds thereof, (ii) upon the FCMT Termination Date, the then existing Receivables, all monies due or to become due with respect thereto, the Collections, Recoveries and other proceeds thereof, and Insurance Proceeds relating thereto and (iii) thereafter, at the time new Receivables arise, with respect to such Receivables, all monies due or to become due with respect thereto, and the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto. Upon If this Agreement constitutes the grant of a security interest to the Issuer in such property, upon the filing of the financing statements described in Section 2.1 and, and in the case of Additional Contracts on the applicable Addition DateReceivables hereafter arising in the ----------- Accounts and proceeds thereof and Insurance Proceeds relating to such Receivables, as the same arise, the Trust Issuer shall have a first priority perfected security interest in such property, subject only to the Lien of the Collateral Agent and Permitted Liensexcept for Liens permitted under Section 2.5(b). Neither the Seller nor any Person claiming ------------- through or under Seller shall have any claim to or interest in the Collection Account, the Excess Funding Account or any Series Account, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Reserve Collection Account, the Excess Funding Account except or any Series Account, as provided in the Transaction Documents, Seller's right to receive payments from the Collection Account or any Series Account in accordance with the provisions of Article IV the Indenture, 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 as in effect in the State applicable jurisdiction. Without limiting the generality of Delawarethe foregoing, from and after the FCMT Termination Date, the representations and warranties specified in Schedule 2 are true and ---------- correct.

Binding Obligation, Valid Transfer and Security Interest. The Seller -------------------------------------------------------- hereby represents and warrants as of each date the representations are made or deemed made in Sections 4.1(e), (j) and (k) of the Receivables Purchase --------------- --- --- Agreement that such representations are true and correct. Seller hereby represents and warrants to the Trust that, as of the First Initial Closing Date and the RPA Closing Date and, with respect to any Series issued after the First Initial Closing Date, unless otherwise stated in the related Supplement, as of the Closing Date for such Series and as of each Addition DateSeries: (i) This Agreement and each Purchase Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency 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) or by an implied covenant of good faith and fair dealing). (ii) This The representations and warranties set out in Schedule 2 ---------- are true and correct. Without limiting the generality of the foregoing, this Agreement constitutes either (A) a valid transfer to the Trust of all right, title and interest of Seller in, to and under the Trust Assets (other than any Residual Investment that is not a Guaranteed Residual Investment)property described in the first paragraph of Section 2.1, and such property will ----------- be held by the Trust free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for (x) the Lien of the Collateral Agent and Liens permitted under subsection 2.5(b), (y) Permitted Liensthe Seller Interest and (z) ----------------- Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Accounts, the Principal Accounts and any other Investor Accounts as provided in this Agreement and any Supplement or (B) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property to the Trust, which is enforceable with respect to existing Receivables in the Accounts, all monies due or to become due with respect thereto, the Collections, Recoveries and other proceeds thereof, and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter arising in the Accounts, all monies due or to become due with respect thereto, the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto, at the time such Receivables arise. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statements statement described in Section 2.1 and, and in the case of Additional Contracts on the applicable Addition DateReceivables hereafter ----------- arising in the Accounts and proceeds thereof and Insurance Proceeds relating to such Receivables, as the same arise, the Trust shall have a first priority perfected security interest in such property, subject only to the Lien of the Collateral Agent and Permitted Liensexcept for Liens permitted under subsection 2.5(b). Neither the Seller nor any Person ----------------- claiming through or under Seller shall have any claim to or interest in the Collection Account Principal Accounts, the Finance Charge Accounts or the Reserve Account Distribution Accounts or any other Investor Accounts, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Accounts, Principal Accounts and any other Investor Accounts as provided in this Agreement and any Supplement, Seller's right to receive payments from the Finance Charge Accounts and Principal Accounts in accordance with the provisions of Article IV IV, 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 as in effect in the State of Delawareapplicable jurisdiction.

Binding Obligation, Valid Transfer and Security Interest. The Seller -------------------------------------------------------- hereby represents and warrants to the Trust Issuer that, as of the First Initial Closing Date and, with respect to any Series issued after the First Initial Closing Date, unless otherwise stated in the related Indenture Supplement, as of the Closing Date for such Series and as of each Addition DateSeries: (i) This Agreement and each Purchase Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency 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) or by an implied covenant of good faith and fair dealing). (ii) This Agreement constitutes either (A) a valid transfer to the Trust Issuer of all right, title and interest of Seller in, to and under the Trust Assets (other than any Residual Investment that is not a Guaranteed Residual Investment)Assets, and such property will be held by the Trust Issuer free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for (w) the interests of the SMT Trustee, the Indenture Trustee and the Noteholders, (x) the Lien of the Collateral Agent and Liens permitted under Section 2.5(b), (y) Permitted Liens-------------- the Seller Interest and (z) Seller's right to receive interest accruing on, and investment earnings in respect of, the Collection Account or any Series Account as provided in the Transaction Documents or (B) a grant of a security interest in such property to the TrustIssuer, which is enforceable with respect to (i) upon execution and delivery of this Agreement, the Collateral Certificate, all monies due or to become due with respect thereto and other proceeds thereof, (ii) upon the SMT Termination Date, the then existing Receivables, all monies due or to become due with respect thereto, the Collections, Recoveries and other proceeds thereof, and Insurance Proceeds relating thereto and (iii) thereafter, at the time new Receivables arise, with respect to such Receivables, all monies due or to become due with respect thereto, and the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto. Upon If this Agreement constitutes the grant of a security interest to the Issuer in such property, upon the filing of the financing statements described in Section ------- 2.1 and, and in the case of Additional Contracts on the applicable Addition DateReceivables hereafter arising in the Accounts --- and proceeds thereof and Insurance Proceeds relating to such Receivables, as the same arise, the Trust Issuer shall have a first priority perfected security interest in such property, subject only to the Lien of the Collateral Agent and Permitted Liensexcept for Liens permitted under Section 2.5(b). Neither the Seller nor any Person claiming through or under -------------- Seller shall have any claim to or interest in the Collection Account, the Excess Funding Account or any Series Account, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Reserve Collection Account, the Excess Funding Account except or any Series Account as provided in the Transaction Documents, Seller's right to receive payments from the Collection Account or any Series Account in accordance with the provisions of Article IV the Indenture, 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 as in effect in the State of DelawareIllinois.

Binding Obligation, Valid Transfer and Security Interest. The Seller -------------------------------------------------------- hereby represents and warrants to the Trust Issuer that, as of the First Initial Closing Date and, with respect to any Series issued on or after the First Closing SMT Termination Date, unless otherwise stated in the related Indenture Supplement, as of the SMT Termination Date or the Closing Date for such Series and Series, as of each Addition Datethe case may be: (i) This Agreement and each Purchase Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency 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) or by an implied covenant of good faith and fair dealing). (ii) This Agreement constitutes either (A) a valid transfer to the Trust Issuer of all right, title and interest of Seller in, to and under the Trust Assets (other than any Residual Investment that is not a Guaranteed Residual Investment)Assets, and such property will be held by the Trust Issuer free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for (w) the interests of the SMT Trustee, the Indenture Trustee and the Noteholders, (x) the Lien of the Collateral Agent and Liens permitted under Section 2.5(b), (y) Permitted Liens-------------- the interest of Seller as holder of the Seller Certificate and (z) Seller's right to receive interest accruing on, and investment earnings in respect of, the Collection Account or any Series Account as provided in the Transaction Documents or (B) a grant of a security interest in such property to the TrustIssuer, which is enforceable with respect to (i) upon execution and delivery of this Agreement, the Collateral Certificate, all monies due or to become due with respect thereto and other proceeds thereof, (ii) upon the SMT Termination Date, the existing Receivables in the Accounts, all monies due or to become due with respect thereto, the Collections, Recoveries and other proceeds thereof, and Insurance Proceeds relating thereto and (iii) thereafter, at the time new Receivables arise, with respect to such Receivables, all monies due or to become due with respect thereto, and the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto. Upon If this Agreement constitutes the grant of a security interest to the Issuer in such property, upon the filing of the financing statements statement described in Section 2.1 and, and in the case of Additional Contracts on the applicable Addition DateReceivables hereafter arising in the ----------- Accounts and proceeds thereof and Insurance Proceeds relating to such Receivables, as the same arise, the Trust Issuer shall have a first priority perfected security interest in such property, subject only to the Lien of the Collateral Agent and Permitted Liensexcept for Liens permitted under Section 2.5(b). Neither the Seller nor any Person claiming through or -------------- under Seller shall have any claim to or interest in the Collection Account, the Excess Funding Account or any Series Account, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Reserve Collection Account, the Excess Funding Account except or any Series Account as provided in the Transaction Documents, Seller's right to receive payments from the Collection Account or any Series Account in accordance with the provisions of Article IV the Indenture, 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 as in effect in the State of DelawareIllinois.

Binding Obligation, Valid Transfer and Security Interest. The Seller -------------------------------------------------------- hereby represents and warrants to the Trust that, as of the First Initial Closing Date and, with respect to any Series issued after the First Initial Closing Date, unless otherwise stated in the related Supplement, as of the Closing Date for such Series and as of each Addition DateSeries: (i) This Agreement and each Purchase Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency 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) or by an implied covenant of good faith and fair dealing). (ii) This Agreement constitutes either (A) a valid transfer to the Trust of all right, title and interest of Seller in, to and under the Trust Assets (other than any Residual Investment that is not a Guaranteed Residual Investment)Assets, and such property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for (w) the interests of the Trustee and the Certificateholders, (x) the Lien of the Collateral Agent and Liens permitted under subsection 2.5(b), (y) Permitted Liensthe interest of Seller as holder of the Exchangeable Seller Certificate and (z) Seller's right to receive interest accruing on, and investment earnings in respect of, the Collection Account or any Series Account as provided in this Agreement and any Supplement or (B) a grant of a security interest (as defined in the UCC as in effect in the State of Illinois) in such property to the Trust, which is enforceable with respect to (i) existing Receivables in the Accounts, (ii) all monies due or to become due with respect thereto, (iii) the Collections, Recoveries and other proceeds thereof, and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter arising in the Accounts, (iv) all monies due or to become due with respect thereto, and (v) the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto, at the time such Receivables arise. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statements statement described in Section 2.1 and, and in the case of Additional Contracts on the applicable Addition DateReceivables hereafter arising in the Accounts and proceeds thereof and Insurance Proceeds relating to such Receivables, as the same arise, the Trust shall have a first priority perfected security interest in such property, subject only to the Lien of the Collateral Agent and Permitted Liensexcept for Liens permitted under subsection 2.5(b). Neither the Seller nor any Person claiming through or under Seller shall have any claim to or interest in the Collection Account, the Excess Funding Account or any Series Account, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Reserve Collection Account, the Excess Funding Account except or any Series Account as provided in this Agreement or any Supplement, Seller's right to receive payments from the Collection Account or any Series Account in accordance with the provisions of Article IV IV, 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 as in effect in the State of DelawareIllinois.

Binding Obligation, Valid Transfer and Security Interest. The Seller hereby -------------------------------------------------------- represents and warrants as of each date the representations are made or deemed made in Sections 4.1(e), (j) and (k) of the Receivables Purchase Agreement that --------------- --- --- such representations are true and correct. Seller hereby represents and warrants to the Trust Issuer that, as of the First Initial Closing Date and, with respect to any Series issued after the First Initial Closing Date, unless otherwise stated in the related Indenture Supplement, as of the Closing Date for such Series and as of each Addition DateSeries: (i) This Agreement and each Purchase Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by Insolvency 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) or by an implied covenant of good faith and fair dealing). (ii) This Agreement constitutes either (A) a valid transfer to the Trust Issuer of all right, title and interest of Seller in, to and under the Trust Assets (other than any Residual Investment that is not a Guaranteed Residual Investment)Assets, and such property will be held by the Trust Issuer free and clear of any Lien of any Person claiming through or under the Seller or its Affiliates, except for (w) the interests of the FCMT Trustee, the Indenture Trustee and the Noteholders, (x) the Lien of the Collateral Agent and Liens permitted under Section 2.5(b), (y) Permitted Liens-------------- the Seller Interest and (z) Seller's right to receive interest accruing on, and investment earnings in respect of, the Collection Account or any Series Account as provided in the Transaction Documents or (B) a grant of a security interest in such property to the TrustIssuer, which is enforceable with respect to (i) upon execution and delivery of this Agreement, the Collateral Certificate, all monies due or to become due with respect thereto and other proceeds thereof, (ii) upon the FCMT Termination Date, the then existing Receivables, all monies due or to become due with respect thereto, the Collections, Recoveries and other proceeds thereof, and Insurance Proceeds relating thereto and (iii) thereafter, at the time new Receivables arise, with respect to such Receivables, all monies due or to become due with respect thereto, and the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto. Upon If this Agreement constitutes the grant of a security interest to the Issuer in such property, upon the filing of the financing statements described in Section ------- 2.1 and, and in the case of Additional Contracts on the applicable Addition DateReceivables hereafter arising in the Accounts --- and proceeds thereof and Insurance Proceeds relating to such Receivables, as the same arise, the Trust Issuer shall have a first priority perfected security interest in such property, subject only to the Lien of the Collateral Agent and Permitted Liensexcept for Liens permitted under Section 2.5(b). Neither the Seller nor any Person claiming through or -------------- under Seller shall have any claim to or interest in the Collection Account, the Excess Funding Account or any Series Account, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Reserve Collection Account, the Excess Funding Account except or any Series Account, as provided in the Transaction Documents, Seller's right to receive payments from the Collection Account or any Series Account in accordance with the provisions of Article IV the Indenture, 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 as in effect in the State applicable jurisdiction. Without limiting the generality of Delaware.the foregoing, from and after the FCMT Termination Date, the representations and warranties specified in Schedule 2 are true and correct. ----------