Common use of Execution and Binding Effect Clause in Contracts

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by the Servicer and (assuming the due and valid execution and delivery thereof by the other parties thereto), constitutes a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar Laws of general application relating to or affecting the enforcement of creditors’ rights or by general principles of equity, and will vest absolutely and unconditionally in the Administrator (for the benefit of the Secured Parties) an ownership or security interest in the Receivables purported to be assigned thereby, subject to no Liens whatsoever. Upon the filing of the necessary financing statements under the UCC as in effect in the jurisdiction whose Law governs the perfection of the Administrator (for the benefit of the Secured Parties) ownership or security interests in the Receivables, such interests will be perfected under Article 9 of such UCC, prior to and enforceable against all creditors of and purchasers from the Seller and all other Persons whatsoever (other than for the Administrator, for benefit of the Secured Parties, and their successors and assigns).

Execution and Binding Effect. This Agreement has been duly and ---------------------------- validly executed and delivered by the Servicer and (assuming the due and valid execution and delivery thereof by the other parties thereto), constitutes a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar Laws of general application relating to or affecting the enforcement of creditors’ ' rights or by general principles of equity, and will vest absolutely and unconditionally in the Administrator (Administrative Agent, for the benefit of the Secured Parties) applicable Owner or Owners, an ownership or security interest in the Receivables purported to be assigned thereby, subject to no Liens whatsoever. Upon the filing of the necessary financing statements under the UCC as in effect in the jurisdiction whose Law governs the perfection of the Administrator Administrative Agent's (for the benefit of the Secured PartiesOwners) ownership or security interests in the Receivables, such the Administrative Agent's (for the benefit of the Owners) ownership or security interests in the Receivables will be perfected under Article 9 Nine of such UCC, prior to and enforceable against all creditors of and purchasers from the Seller and all other Persons whatsoever (other than for the Administrator, for benefit of Administrative Agent and the Secured Parties, Owners and their successors and assigns).