Common use of Good Title; Valid Transfer; Absence of Liens; Security Interest Clause in Contracts

Good Title; Valid Transfer; Absence of Liens; Security Interest. (i) Immediately prior to the pledge of the Collateral to the Trust Collateral Agent pursuant to the Indenture, the Trust was the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, power and lawful authority to assign, transfer and pledge such Receivables. The Indenture constitutes a valid pledge of the Collateral to the Trust Collateral Agent and the Trust Collateral Agent shall have a valid and perfected first priority security interest in the Collateral, free and clear of all Liens and Restrictions on Transferability. (ii) Immediately prior to the transfer of any Receivables to the Trust pursuant to the Sale and Servicing Agreement, AFS SenSub was or will have been the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by AFS SenSub to the Trust is characterized as other than a sale, such transfer shall be characterized as a secured financing, and the Trustee shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on Transferability. (iii) Immediately prior to the sale of the Receivables to AFS SenSub pursuant to the Purchase Agreement, the Company was or will have been the owner of, and had good and marketable title to, the Receivables being transferred by such party free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by the Company to AFS SenSub is characterized as other than a sale, such transfer shall be characterized as a secured financing, and AFS SenSub shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on Transferability.

Good Title; Valid Transfer; Absence of Liens; Security Interest. (i) Immediately prior to the pledge of the Collateral to the Trust Collateral Agent pursuant to the Indenture, the Trust was the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, power and lawful authority to assign, transfer and pledge such Receivables. The Indenture constitutes a valid pledge of the Collateral to the Trust Collateral Agent and the Trust Collateral Agent shall have a valid and perfected first priority security interest in the Collateral, free and clear of all Liens and Restrictions on Transferability. (ii) Immediately prior to the transfer of any Receivables to the Trust pursuant to the Sale and Servicing Agreement, AFS SenSub Funding Trust was or will have been the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by AFS SenSub Funding Trust to the Trust is characterized as other than a sale, such transfer shall be characterized as a secured financing, and the Trustee shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on Transferability. (iii) Immediately prior to the sale of the Receivables to AFS SenSub Funding Trust pursuant to the Purchase Agreement, the Company was or will have been the owner of, and had good and marketable title to, the Receivables being transferred by such party free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by the Company to AFS SenSub Funding Trust is characterized as other than a sale, such transfer shall be characterized as a secured financing, and AFS SenSub Funding Trust shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on Transferability.

Good Title; Valid Transfer; Absence of Liens; Security Interest. (i) Immediately prior to the pledge of the Collateral to the Trust Collateral Agent pursuant to the Indenture, the Trust Issuer was the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, power and lawful authority to assign, transfer and pledge such Receivables. The Indenture constitutes a valid pledge of the Collateral to the Trust Collateral Agent and the Trust Collateral Agent shall have a valid and perfected first priority security interest in the Collateral, free and clear of all Liens and Restrictions on Transferability. (ii) Immediately prior to the transfer of any Receivables to the Trust Issuer pursuant to the Sale and Servicing Agreement, AFS SenSub TFCRC IV was or will have been the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by AFS SenSub TFCRC IV to the Trust Issuer is characterized as other than a sale, such transfer shall be characterized as a secured financing, and the Trustee Issuer shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on Transferability. (iii) Immediately prior to the sale of the Receivables to AFS SenSub TFCRC IV pursuant to the Purchase Agreement, the Company TFC was or will have been the owner of, and had good and marketable title to, the Receivables being transferred by such party free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by the Company TFC to AFS SenSub TFCRC IV is characterized as other than a sale, such transfer shall be characterized as a secured financing, and AFS SenSub TFCRC IV shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on Transferability.

Good Title; Valid Transfer; Absence of Liens; Security Interest. (i) Immediately prior to the pledge sale of the Collateral Initial Receivables and related Other Trust Property by the Transferor to the Trust Collateral Agent pursuant to the IndentureSale and Servicing Agreement on the Closing Date and immediately prior to the sale of any Subsequent Receivables and related Other Trust Property by the Transferor to the Trust pursuant to the Sale and Servicing Agreement and the related Subsequent Transfer Agreement on any Subsequent Transfer Date, the Trust Transferor was the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, power and lawful authority to assign, transfer and pledge such ReceivablesReceivables and related Other Trust Property. The Sale and Servicing Agreement constitutes a valid sale, transfer and assignment of the Initial Receivables and related Other Trust Property to the Trust, and the Sale and Servicing Agreement and each related Subsequent Transfer Agreement constitute a valid sale, transfer and assignment of the Subsequent Receivables and related Other Trust Property to the Trust, in each case enforceable against creditors of and purchasers of the Transferor. In the event that, in contravention of the intention of the parties, the transfer of such Receivables and related Other Trust Property by the Transferor to the Trust is characterized as other than a sale, such transfer shall be characterized as a secured financing, and the Trust shall have a valid and perfected first priority security interest in the Receivables and related Other Trust Property free and clear of all Liens and Restrictions on Transferability. (ii) Immediately prior to the pledge of the Collateral by the Trust to the Trust Collateral Agent pursuant to the Indenture, the Trust was the owner of, and had good and marketable title to, the Receivables and related Other Trust Property free and clear of all Liens and Restrictions on Transferability, and had full right, trust power and lawful authority to assign, transfer and pledge such property. The Indenture constitutes a valid pledge of the Collateral to the Trust Collateral Agent Agent, and the Trust Collateral Agent shall have a valid and perfected first priority security interest in the Collateral, free and clear of all Liens and Restrictions on Transferability. (ii) Immediately prior to the transfer of any Receivables to the Trust pursuant to the Sale and Servicing Agreement, AFS SenSub was or will have been the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by AFS SenSub to the Trust is characterized as other than a sale, such transfer shall be characterized as a secured financing, and the Trustee shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on Transferability. (iii) Immediately prior to the sale of the Receivables to AFS SenSub pursuant to the Purchase Agreement, the Company was or will have been the owner of, and had good and marketable title to, the Receivables being transferred by such party free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by the Company to AFS SenSub is characterized as other than a sale, such transfer shall be characterized as a secured financing, and AFS SenSub shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on Transferability.

Good Title; Valid Transfer; Absence of Liens; Security Interest. (i) Immediately prior to the pledge of the Collateral to the Trust Collateral Agent pursuant to the Indenture, the Trust Issuer was the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, power and lawful authority to assign, transfer and pledge such Receivables. The Indenture constitutes a valid pledge of the Collateral to the Trust Collateral Agent and the Trust Collateral Agent shall have a valid and perfected first priority security interest in the Collateral, free and clear of all Liens and Restrictions on Transferability. (ii) Immediately prior to the transfer of any Receivables Trust Property to the Trust Issuer pursuant to the Sale and Servicing Agreement, AFS SenSub TFCRC VI was or will have been the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by AFS SenSub TFCRC VI to the Trust Issuer is characterized as other than a sale, such transfer shall be characterized as a secured financing, and the Trustee Issuer shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on Transferability. (iii) Immediately prior to the sale of the Receivables and Other Conveyed Property to AFS SenSub TFCRC VI pursuant to the Purchase Agreement, the Company TFC was or will have been the owner of, and had good and marketable title to, the Receivables being transferred by such party free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by the Company TFC to AFS SenSub TFCRC VI is characterized as other than a sale, such transfer shall be characterized as a secured financing, and AFS SenSub TFCRC VI shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on Transferability.

Good Title; Valid Transfer; Absence of Liens; Security Interest. (i) Immediately prior to the pledge sale of the Collateral Receivables and related Other Trust Property by the Transferor to the Trust Collateral Agent pursuant to the IndentureSale and Servicing Agreement on the Closing Date, the Trust Transferor was the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, power and lawful authority to assign, transfer and pledge such ReceivablesReceivables and related Other Trust Property. The Sale and Servicing Agreement constitutes a valid sale, transfer and assignment of the Receivables and related Other Trust Property to the Trust, enforceable against creditors of and purchasers of the Transferor. In the event that, in contravention of the intention of the parties, the transfer of such Receivables and related Other Trust Property by the Transferor to the Trust is characterized as other than a sale, such transfer shall be characterized as a secured financing, and the Trust shall have a valid and perfected first priority security interest in the Receivables and related Other Trust Property free and clear of all Liens and Restrictions on Transferability. (ii) Immediately prior to the pledge of the Collateral by the Trust to the Trust Collateral Agent pursuant to the Indenture, the Trust was the owner of, and had good and marketable title to, the Receivables and related Other Trust Property free and clear of all Liens and Restrictions on Transferability, and had full right, trust power and lawful authority to assign, transfer and pledge such property. The Indenture constitutes a valid pledge of the Collateral to the Trust Collateral Agent Agent, and the Trust Collateral Agent shall have a valid and perfected first priority security interest in the Collateral, free and clear of all Liens and Restrictions on Transferability. (ii) Immediately prior to the transfer of any Receivables to the Trust pursuant to the Sale and Servicing Agreement, AFS SenSub was or will have been the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by AFS SenSub to the Trust is characterized as other than a sale, such transfer shall be characterized as a secured financing, and the Trustee shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on Transferability. (iii) Immediately prior to the sale of the Receivables to AFS SenSub pursuant to the Purchase Agreement, the Company was or will have been the owner of, and had good and marketable title to, the Receivables being transferred by such party free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by the Company to AFS SenSub is characterized as other than a sale, such transfer shall be characterized as a secured financing, and AFS SenSub shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on Transferability.

Good Title; Valid Transfer; Absence of Liens; Security Interest. (i) Immediately prior to the transfer of the Purchased Assets by the Servicer to the Company pursuant to the Acquisition Agreement, the Servicer was the owner of, and had good and marketable title to, the Purchased Assets conveyed by the Servicer to the Company on such date free and clear of all Liens and Restrictions on Transferability, and had full right, power and lawful authority to assign, transfer and pledge such Purchased Assets pursuant to the terms of the Acquisition Agreement. The conveyance of Purchased Assets under the Acquisition Agreement, constitutes a valid sale, transfer and assignment of such Purchased Assets by the Servicer to the Company, enforceable against the creditors of and purchasers of the Servicer. In the event that, in contravention of the intention of the parties, the transfer by the Servicer of such Purchased Assets to the Company is characterized as other than a sale or absolute conveyance, such transfer shall be characterized as a secured financing, and the Company shall have a valid and perfected first priority security interest in such Purchased Assets free and clear of all Liens and Restrictions on Transferability (except that no filings have been made against the related Customer to perfect the Servicer's security interest in any Equipment subject to a Contract characterized by the Servicer as a true lease and having an initial cost of less than $15,000). (ii) Immediately prior to each pledge of the Collateral Receivables and the Other Conveyed Property to the Trust Collateral Agent Trustee pursuant to the IndentureIndenture on each Funding Date, the Trust Company was the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on TransferabilityTransferability (other than the Lien of the Indenture), and had or will have had full right, power and lawful authority to assign, transfer and pledge such ReceivablesReceivables and the Other Conveyed Property pursuant to the terms of the Indenture. The pledge of Receivables and the Other Conveyed Property under the Indenture constitutes a valid pledge pledge, of such Receivables and the Other Conveyed Property to the Trustee, enforceable against creditors of and purchasers of the Collateral to the Trust Collateral Agent and the Trust Collateral Agent shall have a valid and perfected first priority security interest in the Collateral, free and clear of all Liens and Restrictions on Transferability. (ii) Immediately prior to the transfer of any Receivables to the Trust pursuant to the Sale and Servicing Agreement, AFS SenSub was or will have been the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such ReceivablesCompany. In the event that a transfer of the Receivables by AFS SenSub to the Trust is characterized as other than a sale, such transfer shall be characterized as a secured financing, and the The Trustee shall have a valid and perfected first priority security interest in such Receivables and the Other Conveyed Property free and clear of all Liens and Restrictions on Transferability. Transferability (iii) Immediately prior to the sale of the Receivables to AFS SenSub pursuant to the Purchase Agreement, the Company was or will except that no filings have been made against the owner of, and had good and marketable title to, related Customer to perfect the Receivables being transferred by such party free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by the Company to AFS SenSub is characterized as other than a sale, such transfer shall be characterized as a secured financing, and AFS SenSub shall have a valid and perfected first priority Servicer's security interest in such Receivables free any Equipment subject to a Contract characterized by the Servicer as a true lease and clear having an initial cost of all Liens and Restrictions on Transferabilityless than $15,000).

Good Title; Valid Transfer; Absence of Liens; Security Interest. (i) Immediately prior to the pledge sale of the Collateral Initial Receivables and related Other Trust Property to the Funding Trust Collateral Agent II pursuant to the IndentureAssignment Agreement on the Closing Date, the Master Trust was the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, power and lawful authority to assign, transfer and pledge such ReceivablesReceivables and related Other Trust Property. The Indenture constitutes a valid pledge of the Collateral to the Trust Collateral Agent and the Trust Collateral Agent shall have a valid and perfected first priority security interest in the Collateral, free and clear of all Liens and Restrictions on Transferability. (ii) Immediately prior to the transfer sale of any the Initial Receivables and related Other Trust Property to the Trust Transferor pursuant to the Sale and Servicing AgreementAgreement on the Closing Date, AFS SenSub Funding Trust II was or will have been the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such ReceivablesReceivables and related Other Trust Property. The Assignment Agreement constitutes a valid sale, transfer and assignment of the Initial Receivables and related Other Trust Property to Funding Trust II, enforceable against creditors of and purchasers of the Master Trust. The Sale Agreement constitutes a valid sale, transfer and assignment of the Initial Receivables and the related Other Trust Property to the Transferor, enforceable against creditors of and purchasers of Funding Trust II. In the event that a that, in contravention of the intention of the parties, (i) the transfer of the Initial Receivables and related Other Trust Property by AFS SenSub the Master Trust to Funding Trust II or (ii) the transfer of the Initial Receivables and related Other Trust Property by Funding Trust II to the Trust Transferor is characterized as other than a sale, such transfer shall be characterized as a secured financing, and Funding Trust II or the Trustee Transferor, as applicable, shall have a valid and perfected first priority security interest in such Receivables and related Other Trust Property free and clear of all Liens and Restrictions on Transferability. (iii) Immediately prior to the sale of the Receivables to AFS SenSub pursuant to the Purchase Agreement, the Company was or will have been the owner of, and had good and marketable title to, the Receivables being transferred by such party free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables Transferability other than as imposed by the Company to AFS SenSub is characterized as other than a sale, such transfer shall be characterized as a secured financing, and AFS SenSub shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on TransferabilityTransaction Documents.