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

Binding Obligation, Valid Transfer and Security Interest. Seller ------------------- ------------------------------------ hereby represents and warrants to the Trust 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: (i) This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller 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 Seller in, to and under the 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 Seller or its Affiliates, except for (x) Liens permitted under subsection 2.5(b), (y) the 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. If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.1 and in the case of ----------- the Receivables 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, except for Liens permitted under subsection ---------- 2.5(b). Neither Seller nor any Person claiming through or under Seller ------ shall have any claim to or interest in the Principal Accounts, the Finance Charge Accounts or the 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, 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 Illinois.

Binding Obligation, Valid Transfer and Security Interest. Seller ------------------- ------------------------------------ The Financing Originator hereby represents and warrants to the Trust that, Buyer as of the Initial Closing Cut-Off 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 Seriesthat: (ia) This Agreement Each of the Sale Papers constitutes a legal, valid and binding obligation of Sellerthe Financing Originator, enforceable against Seller the Financing Originator in accordance with its terms, except as such enforceability may be limited by Debtor Relief 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 property described in the first paragraph of Section 2.1Series 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 Seller the Financing Originator or its Affiliates, except for (x) Liens permitted under subsection 2.5(b)Permitted Liens, (y) the 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 Relevant UCC as in effect in the State of IllinoisState) 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 ariseBuyer. If this Agreement constitutes the grant of a security interest to the Trust in such property, upon Upon the filing of the financing statement described in Section 2.1 and in the case of ----------- the Receivables hereafter arising in the Accounts and proceeds thereof and Insurance Proceeds relating to such Receivables, as the same arisestatements, the Trust Buyer shall have a first priority perfected security interest in such property, subject only to Permitted Liens except for Liens permitted under subsection ---------- 2.5(b)with respect to any item of Equipment that is a vehicle subject to vehicle registration statutes. Neither Seller nor any Person claiming through or under Seller ------ shall have any claim to or interest in the Principal Accounts, the Finance Charge Accounts or the 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 If 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, and, 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 Illinoisthe 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. Seller ------------------- ------------------------------------ The Transferor hereby represents and warrants to the Trust thatIssuer, as of the Initial Closing Date date of this Agreement and, with respect to any Series issued after Series, as of the Initial related Closing Date, unless otherwise stated in the related Indenture Supplement, as of the Closing Date for such Seriesthat: (i) This Agreement constitutes a legal, valid and binding obligation of Sellerthe Transferor, enforceable against Seller the Transferor in accordance with its terms, except as such enforceability may be limited by Debtor Relief 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). (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, and (2) effective on the Certificate Trust Termination Date, the Receivables created on or after the Certificate Trust Termination Date (other than Receivables in Additional Accounts), all monies due or to become due and under all amounts received with respect thereto on or after the property described 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 first paragraph of Section 2.1Relevant 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 Seller the Transferor or any of its Affiliates, except for (x) Liens permitted under subsection Section 2.5(b), (y) the Seller Interest ----------------- 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) Seller's any right of the holder of the Exchangeable Transferor Certificate to receive interest accruing on, and investment earnings in with respect ofto, the Finance Charge Accounts, the Principal Accounts and Collection Account or any other Investor Accounts account or accounts maintained for the benefit of the Noteholders or any Enhancement Provider as provided in this Agreement and any Supplement the Transaction Documents or (B) a grant of a security interest (as defined in the UCC as in effect in the State of IllinoisRelevant UCC State) 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. Issuer. (iii) If this Agreement constitutes the grant of a security interest in the Trust Assets to the Trust Issuer: (A) this Agreement creates a valid and continuing security interest (as defined in such property, upon the filing UCC of the financing statement described in Section 2.1 and Relevant UCC State) in the case Trust Assets in favor of ----------- the Receivables hereafter arising in the Accounts and proceeds thereof and Insurance Proceeds relating to such ReceivablesIssuer, as the same arise, the Trust shall have a first priority perfected which security interest in such property, except for Liens permitted under subsection ---------- 2.5(b). Neither Seller nor any Person claiming through or under Seller ------ shall have any claim is prior to or interest in the Principal Accounts, the Finance Charge Accounts or the Distribution Accounts or any all other Investor Accounts, except for Seller's right to receive interest accruing onLiens, and investment earnings in respect of, the Finance Charge Accounts, Principal Accounts is enforceable as such against creditors of and any other Investor Accounts as provided in this Agreement and any Supplement, Seller's right to receive payments purchasers from the Finance Charge Accounts and Principal Accounts in accordance with Transferor; (B) the provisions of Article IV, and, if this ---------- Agreement Collateral Certificate constitutes a "certificated security," "instrument" or "general intangible" within the grant of a security interest in such property, except for the interest of Seller in such property as a debtor for purposes meaning of the UCC as in effect in of the State of Illinois.Relevant UCC state;

Binding Obligation, Valid Transfer and Security Interest. 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 Initial Closing Date and, with respect to any Series issued after the Initial Closing Date, unless otherwise stated in the related Indenture Supplement, as of the Closing Date for such Series: (i) This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller 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 Issuer of all right, title and interest of Seller in, to and under the property described in the first paragraph of Section 2.1Trust Assets, and such ----------- property will be held by the Trust Issuer free and clear of any Lien of any Person claiming through or under Seller or its Affiliates, except for (w) the interests of the FCMT Trustee, the Indenture Trustee and the Noteholders, (x) Liens permitted under subsection Section 2.5(b), (y) -------------- the 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 Collection Account or any other Investor Accounts Series Account as provided in this Agreement and any Supplement the Transaction Documents 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 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 in the AccountsReceivables, 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(iii) thereafter, and which will be enforceable at the time new Receivables arise, with respect to such Receivables hereafter arising in the AccountsReceivables, all monies due or to become due with respect thereto, and the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto, at the time such Receivables arise. If this Agreement constitutes the grant of a security interest to the Trust Issuer in such property, upon the filing of the financing statement statements described in Section ------- 2.1 and in the case of ----------- the Receivables 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, except for Liens permitted under subsection ---------- Section 2.5(b). Neither Seller nor any Person claiming through or -------------- under Seller ------ shall have any claim to or interest in the Principal AccountsCollection Account, the Finance Charge Accounts or the Distribution Accounts Excess Funding Account or any other Investor AccountsSeries Account, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge AccountsCollection Account, Principal Accounts and the Excess Funding Account or any other Investor Accounts Series Account, as provided in this Agreement and any Supplementthe Transaction Documents, Seller's right to receive payments from the Finance Charge Accounts and Principal Accounts Collection Account or any Series Account in accordance with the provisions of Article IVthe 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 Illinois.the 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. 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 Initial Closing Date and the RPA 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: (i) This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller 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 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 property described in the first paragraph of Section 2.1, and such property ----------- property will be held by the Trust free and clear of any Lien of any Person claiming through or under Seller or its Affiliates, except for (x) Liens permitted under subsection 2.5(b), (y) the Seller Interest and ----------------- 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 Illinoisapplicable 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. If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.1 and in the case of ----------- the Receivables 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, except for Liens permitted under subsection ---------- 2.5(b). Neither Seller nor any Person ----------------- claiming through or under Seller ------ shall have any claim to or interest in the Principal Accounts, the Finance Charge Accounts or the 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, 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 Illinoisapplicable jurisdiction.

Binding Obligation, Valid Transfer and Security Interest. 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 Initial Closing Date and, with respect to any Series issued after the Initial Closing Date, unless otherwise stated in the related Indenture Supplement, as of the Closing Date for such Series: (i) This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller 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 Issuer of all right, title and interest of Seller in, to and under the property described in the first paragraph of Section 2.1Trust Assets, and such ----------- property will be held by the Trust Issuer free and clear of any Lien of any Person claiming through or under Seller or its Affiliates, except for (w) the interests of the FCMT Trustee, the Indenture Trustee and the Noteholders, (x) Liens permitted under subsection Section 2.5(b), (y) the 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 Collection Account or any other Investor Accounts Series Account as provided in this Agreement and any Supplement the Transaction Documents 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 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 in the AccountsReceivables, 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(iii) thereafter, and which will be enforceable at the time new Receivables arise, with respect to such Receivables hereafter arising in the AccountsReceivables, all monies due or to become due with respect thereto, and the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto, at the time such Receivables arise. If this Agreement constitutes the grant of a security interest to the Trust Issuer in such property, upon the filing of the financing statement statements described in Section 2.1 and in the case of ----------- the Receivables 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, except for Liens permitted under subsection ---------- Section 2.5(b). Neither Seller nor any Person claiming ------------- through or under Seller ------ shall have any claim to or interest in the Principal AccountsCollection Account, the Finance Charge Accounts or the Distribution Accounts Excess Funding Account or any other Investor AccountsSeries Account, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge AccountsCollection Account, Principal Accounts and the Excess Funding Account or any other Investor Accounts Series Account, as provided in this Agreement and any Supplementthe Transaction Documents, Seller's right to receive payments from the Finance Charge Accounts and Principal Accounts Collection Account or any Series Account in accordance with the provisions of Article IVthe 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 Illinoisthe 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. Seller ------------------- ------------------------------------ -------------------------------------------------------- hereby represents and warrants to the Trust Issuer 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 Indenture Supplement, as of the Closing Date for such Series: (i) This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller 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 Issuer of all right, title and interest of Seller in, to and under the property described in the first paragraph of Section 2.1Trust Assets, and such ----------- property will be held by the Trust Issuer free and clear of any Lien of any Person claiming through or under Seller or its Affiliates, except for (w) the interests of the FCMT Trustee, the Indenture Trustee and the Noteholders, (x) Liens permitted under subsection Section 2.5(b), (y) -------------- the 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 Collection Account or any other Investor Accounts Series Account as provided in this Agreement and any Supplement the Transaction Documents 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 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 in the AccountsReceivables, 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(iii) thereafter, and which will be enforceable at the time new Receivables arise, with respect to such Receivables hereafter arising in the AccountsReceivables, all monies due or to become due with respect thereto, and the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto, at the time such Receivables arise. If this Agreement constitutes the grant of a security interest to the Trust Issuer in such property, upon the filing of the financing statement statements described in Section ------- 2.1 and in the case of ----------- the Receivables 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, except for Liens permitted under subsection ---------- Section 2.5(b). Neither Seller nor any Person claiming through or under -------------- Seller ------ shall have any claim to or interest in the Principal AccountsCollection Account, the Finance Charge Accounts or the Distribution Accounts Excess Funding Account or any other Investor AccountsSeries Account, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge AccountsCollection Account, Principal Accounts and the Excess Funding Account or any other Investor Accounts Series Account, as provided in this Agreement and any Supplementthe Transaction Documents, Seller's right to receive payments from the Finance Charge Accounts and Principal Accounts Collection Account or any Series Account in accordance with the provisions of Article IVthe 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 Illinois.

Binding Obligation, Valid Transfer and Security Interest. Seller ------------------- ------------------------------------ -------------------------------------------------------- hereby represents and warrants to the Trust 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: (i) This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller 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 Seller in, to and under the property described in the first paragraph of Section 2.1Trust Assets, and such ----------- property will be held by the Trust free and clear of any Lien of any Person claiming through or under Seller or its Affiliates, except for (w) the interests of the Trustee and the Certificateholders, (x) Liens permitted under subsection 2.5(b), (y) the interest of Seller Interest ----------------- as holder of the Exchangeable Seller Certificate and (z) Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Accounts, the Principal Accounts and Collection Account or any other Investor Accounts 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. If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.1 and in the case of ----------- the Receivables 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, except for Liens permitted under subsection ---------- 2.5(b). Neither Seller nor any Person claiming through or under Seller ------ shall have any claim to or interest in the Principal AccountsCollection Account, the Finance Charge Accounts or the Distribution Accounts Excess Funding Account or any other Investor AccountsSeries Account, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge AccountsCollection Account, Principal Accounts and the Excess Funding Account or any other Investor Accounts Series Account as provided in this Agreement and or any Supplement, Seller's right to receive payments from the Finance Charge Accounts and Principal Accounts Collection Account or any Series Account 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 Illinois.

Binding Obligation, Valid Transfer and Security Interest. Seller ------------------- ------------------------------------ The Transferor hereby represents and warrants to the Trust thatIssuer, as of the Initial Closing Date date of this Agreement and, with respect to any Series issued after Series, as of the Initial related Closing Date, unless otherwise stated in the related Indenture Supplement, as of the Closing Date for such Seriesthat: (i) This Agreement constitutes a legal, valid and binding obligation of Sellerthe Transferor, enforceable against Seller the Transferor in accordance with its terms, except as such enforceability may be limited by Debtor Relief 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). (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, and (2) effective on the Certificate Trust Termination Date, the Receivables created on or after the Certificate Trust Termination Date (other than Receivables in Additional Accounts), all monies due or to become due and under all amounts received with respect thereto on or after the property described 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 first paragraph of Section 2.1Relevant 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 Seller the Transferor or any of its Affiliates, except for (x) Liens permitted under subsection Section 2.5(b), (y) the Seller Interest ----------------- 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) Seller's any right of the holder of the Exchangeable Transferor Certificate to receive interest accruing on, and investment earnings in with respect ofto, the Finance Charge Accounts, the Principal Accounts and Collection Account or any other Investor Accounts account or accounts maintained for the benefit of the Noteholders or any Enhancement Provider as provided in this Agreement and any Supplement the Transaction Documents or (B) a grant of a security interest (as defined in the UCC as in effect in the State of IllinoisRelevant UCC State) 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. 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 propertyagainst 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, upon 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 statement described in Section 2.1 and statements in the case of ----------- the Receivables hereafter arising proper filing office in the Accounts and proceeds thereof and Insurance Proceeds relating appropriate jurisdictions under applicable law in order to such Receivables, as perfect the same arise, the Trust shall have a first priority perfected security interest in such propertythe Receivables and the proceeds thereof granted to the 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, except for Liens permitted under subsection ---------- 2.5(b)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 Receivables 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 Seller Except as otherwise specifically provided in the Transaction Documents, neither the Transferor nor any Person claiming through or under Seller ------ the Transferor shall have any claim to or interest in the Principal Accounts, the Finance Charge Accounts or the Distribution Accounts Collection Account or any other Investor Accountsaccount or accounts maintained for the benefit of Noteholders or any Enhancement Provider, except for Seller's any right of the Transferor to receive interest accruing on, and investment earnings in with respect ofto, the Finance Charge Accounts, Principal Accounts and any other Investor Accounts such account 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, 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 IllinoisRelevant UCC State.

Binding Obligation, Valid Transfer and Security Interest. Seller ------------------- ------------------------------------ -------------------------------------------------------- hereby represents and warrants to the Trust Issuer that, as of the Initial Closing Date and, with respect to any Series issued on or after the Initial 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, as the case may be: (i) This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller 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 Issuer of all right, title and interest of Seller in, to and under the property described in the first paragraph of Section 2.1Trust Assets, and such ----------- property will be held by the Trust Issuer free and clear of any Lien of any Person claiming through or under Seller or its Affiliates, except for (w) the interests of the SMT Trustee, the Indenture Trustee and the Noteholders, (x) Liens permitted under subsection Section 2.5(b), (y) -------------- the interest of Seller as holder of the Seller Interest ----------------- Certificate and (z) Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Accounts, the Principal Accounts and Collection Account or any other Investor Accounts Series Account as provided in this Agreement and any Supplement the Transaction Documents 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 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 upon execution and delivery of this Agreement(iii) thereafter, and which will be enforceable at the time new Receivables arise, with respect to such Receivables hereafter arising in the AccountsReceivables, all monies due or to become due with respect thereto, and the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto, at the time such Receivables arise. If this Agreement constitutes the grant of a security interest to the Trust Issuer in such property, upon the filing of the financing statement described in Section 2.1 and in the case of ----------- the Receivables 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, except for Liens permitted under subsection ---------- Section 2.5(b). Neither Seller nor any Person claiming through or -------------- under Seller ------ shall have any claim to or interest in the Principal AccountsCollection Account, the Finance Charge Accounts or the Distribution Accounts Excess Funding Account or any other Investor AccountsSeries Account, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge AccountsCollection Account, Principal Accounts and the Excess Funding Account or any other Investor Accounts Series Account as provided in this Agreement and any Supplementthe Transaction Documents, Seller's right to receive payments from the Finance Charge Accounts and Principal Accounts Collection Account or any Series Account in accordance with the provisions of Article IVthe 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 Illinois.

Binding Obligation, Valid Transfer and Security Interest. Seller ------------------- ------------------------------------ JCPR hereby represents and warrants to the Trust that, as of the Initial Closing Date andTrust, with respect to any Series issued after of Certificates, as of the Initial 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 Seriesthat: (i) This Agreement constitutes and any Supplement, and, in the case of Additional Accounts, the related Transfer Agreement, each constitute a legal, valid and binding obligation of SellerJCPR, enforceable against Seller JCPR 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 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 property described 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 first paragraph of Section 2.1UCC 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) 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 Seller JCPR or its AffiliatesJCPenney, except for (x) Liens permitted under subsection 2.5(b), (y) the Seller Interest ----------------- interest of the Holder of the Exchangeable Certificate and (z) SellerJCPR's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Accounts, Account and the Principal Accounts and any other Investor Accounts 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 State of IllinoisServicer'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 the Additional 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, the Receivables Purchase Agreement and any Supplement, and which will be enforceable with respect to such Receivables hereafter arising in the Accountscreated, 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 upon such Receivables ariseacquisition. 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 statement described in Section 2.1 and in the case of ----------- the Receivables hereafter arising in the Accounts created and proceeds thereof and Insurance Proceeds relating to such Receivables, as the same ariseupon such creation, the Trust shall have a first priority perfected security interest in such property, except for Liens permitted under subsection ---------- 2.5(b). Neither Seller JCPR, JCPenney nor any Person claiming through or under Seller ------ JCPR or JCPenney shall have any claim to or interest in the Principal AccountsAccount, the Finance Charge Accounts Account or the Distribution Accounts or any other Investor AccountsAccount, except for SellerJCPR's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Accounts, Account and Principal Accounts and any other Investor Accounts Account as provided in this Agreement and any Supplement, Seller's the right of the Holder of the Exchangeable Certificate to receive payments from the Finance Charge Accounts Account and Principal Accounts Account in accordance with the provisions of Article IVsubsections 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 IllinoisServicer's chief executive offices or books and records relating to the Receivables are located.

Binding Obligation, Valid Transfer and Security Interest. Seller ------------------- ------------------------------------ -------------------------------------------------------- hereby represents and warrants to the Trust Issuer 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 Indenture Supplement, as of the Closing Date for such Series: (i) This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller 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 Issuer of all right, title and interest of Seller in, to and under the property described in the first paragraph of Section 2.1Trust Assets, and such ----------- property will be held by the Trust Issuer free and clear of any Lien of any Person claiming through or under Seller or its Affiliates, except for (w) the interests of the FCMT Trustee, the Indenture Trustee and the Noteholders, (x) Liens permitted under subsection Section 2.5(b), (y) -------------- the 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 Collection Account or any other Investor Accounts Series Account as provided in this Agreement and any Supplement the Transaction Documents 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 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 in the AccountsReceivables, 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(iii) thereafter, and which will be enforceable at the time new Receivables arise, with respect to such Receivables hereafter arising in the AccountsReceivables, all monies due or to become due with respect thereto, and the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto, at the time such Receivables arise. If this Agreement constitutes the grant of a security interest to the Trust Issuer in such property, upon the filing of the financing statement statements described in Section 2.1 and in the case of ----------- the Receivables ----------- 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, except for Liens permitted under subsection ---------- Section 2.5(b). Neither Seller nor any Person -------------- claiming through or under Seller ------ shall have any claim to or interest in the Principal AccountsCollection Account, the Finance Charge Accounts or the Distribution Accounts Excess Funding Account or any other Investor AccountsSeries Account, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge AccountsCollection Account, Principal Accounts and the Excess Funding Account or any other Investor Accounts Series Account, as provided in this Agreement and any Supplementthe Transaction Documents, Seller's right to receive payments from the Finance Charge Accounts and Principal Accounts Collection Account or any Series Account in accordance with the provisions of Article IVthe 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 Illinois.

Binding Obligation, Valid Transfer and Security Interest. The Seller ------------------- ------------------------------------ hereby represents and warrants to the Trust that, as of the Initial First Closing Date and, with respect to any Series issued after the Initial First Closing Date, unless otherwise stated in the related Supplement, as of the Closing Date for such SeriesSeries 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 Debtor Relief 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 property described in the first paragraph of Section 2.1Trust 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) Liens permitted under subsection 2.5(b), the Lien of the Collateral Agent and (y) the Seller Interest ----------------- and (z) Seller's right to receive interest accruing onPermitted Liens, 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. If this Agreement constitutes the grant of a security interest to the Trust in such property, upon Upon the filing of the financing statement statements described in Section 2.1 and and, in the case of ----------- Additional Contracts on the Receivables hereafter arising in the Accounts and proceeds thereof and Insurance Proceeds relating to such Receivables, as the same ariseapplicable Addition Date, the Trust shall have a first priority perfected security interest in such property, except for Liens permitted under subsection ---------- 2.5(b)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 Principal Accounts, the Finance Charge Accounts Collection Account or the Distribution Accounts or any other Investor Accounts, Reserve Account 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 IllinoisDelaware.

Binding Obligation, Valid Transfer and Security Interest. Seller ------------------- ------------------------------------ -------------------------------------------------------- hereby represents and warrants to the Trust Issuer 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 Indenture Supplement, as of the Closing Date for such Series: (i) This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller 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 Issuer of all right, title and interest of Seller in, to and under the property described in the first paragraph of Section 2.1Trust Assets, and such ----------- property will be held by the Trust Issuer free and clear of any Lien of any Person claiming through or under Seller or its Affiliates, except for (w) the interests of the SMT Trustee, the Indenture Trustee and the Noteholders, (x) Liens permitted under subsection Section 2.5(b), (y) -------------- the 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 Collection Account or any other Investor Accounts Series Account as provided in this Agreement and any Supplement the Transaction Documents 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 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 in the AccountsReceivables, 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(iii) thereafter, and which will be enforceable at the time new Receivables arise, with respect to such Receivables hereafter arising in the AccountsReceivables, all monies due or to become due with respect thereto, and the Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto, at the time such Receivables arise. If this Agreement constitutes the grant of a security interest to the Trust Issuer in such property, upon the filing of the financing statement statements described in Section ------- 2.1 and in the case of ----------- the Receivables 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, except for Liens permitted under subsection ---------- Section 2.5(b). Neither Seller nor any Person claiming through or under -------------- Seller ------ shall have any claim to or interest in the Principal AccountsCollection Account, the Finance Charge Accounts or the Distribution Accounts Excess Funding Account or any other Investor AccountsSeries Account, except for Seller's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge AccountsCollection Account, Principal Accounts and the Excess Funding Account or any other Investor Accounts Series Account as provided in this Agreement and any Supplementthe Transaction Documents, Seller's right to receive payments from the Finance Charge Accounts and Principal Accounts Collection Account or any Series Account in accordance with the provisions of Article IVthe 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 Illinois.

Binding Obligation, Valid Transfer and Security Interest. 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 Initial Closing Date and the RPA 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: (i) This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller 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 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 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 Seller or its Affiliates, except for (x) Liens permitted under subsection 2.5(b), (y) the 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 Illinoisapplicable 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. If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.1 and in the case of ----------- the Receivables 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, except for Liens permitted under subsection ---------- 2.5(b). Neither Seller nor any Person ----------------- claiming through or under Seller ------ shall have any claim to or interest in the Principal Accounts, the Finance Charge Accounts or the 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, and, if this Agreement ---------- 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 Illinoisapplicable jurisdiction.