Common use of Good Title Clause in Contracts

Good Title. (A) Immediately prior to the conveyance of each Receivable and the related Second Step Transferred Property to the Issuing Entity pursuant to this Agreement and the Second Step Receivables Assignment, the Depositor had good and marketable title thereto, free and clear of all Liens except for Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Second Step Transferred Property shall, on or after the Closing Date, be on file in any recording office except such as may be filed in favor of (i) the Issuing Entity in accordance with this Agreement, (ii) the Grantor Trust in connection with the Receivables Contribution Agreement or (iii) the Indenture Trustee in connection with the Indenture. (B) Upon the conveyance of such Receivable and the other related Second Step Transferred Property to the Issuing Entity pursuant to this Agreement and the Second Step Receivables Assignment, the Issuing Entity will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted Liens); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller for repurchase, the applicable repurchase period has expired. As of the Closing Date, each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens created hereunder and Permitted Liens or those Liens that will be released simultaneously with the conveyance hereunder) and is in compliance with all Applicable Laws.

Good Title. (A) Immediately prior to the conveyance of each Receivable and the related Second First Step Transferred Property to the Issuing Entity Purchaser pursuant to this Agreement and the Second First Step Receivables Assignment, the Depositor Seller had good and marketable title thereto, free and clear of all Liens except for Permitted LiensLiens and those Liens that will be released simultaneously with the conveyance hereunder. No effective financing statement or other instrument similar in effect covering any portion of the Second First Step Transferred Property shall, on or after the Closing Date, Date be on file in any recording office except such as may be filed in favor of (i) the Issuing Entity Purchaser in accordance with this Agreement, (ii) the Issuing Entity in accordance with the Receivables Transfer Agreement, (iii) the Grantor Trust in connection with the Receivables Contribution Agreement or (iiiiv) the Indenture Trustee in connection with the Indenture. (B) Upon the conveyance of such Receivable and the other related Second First Step Transferred Property to the Issuing Entity Purchaser pursuant to this Agreement and the Second First Step Receivables Assignment, the Issuing Entity Purchaser will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second First Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted LiensLiens and those Liens that will be released simultaneously with the conveyance hereunder); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller for repurchase, the applicable repurchase period has expired. As of the Closing Datedate hereof, each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens created hereunder and Permitted Liens or those Liens that will be released simultaneously with the conveyance hereunder) and is in compliance with all Applicable Laws.

Good Title. (Ai) Immediately prior to the conveyance of each Receivable and the related Second Third Step Transferred Property to the Issuing Entity Grantor Trust pursuant to this Agreement and the Second Third Step Receivables Assignment, the Depositor Issuing Entity had good and marketable title thereto, free and clear of all Liens except for Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Second Third Step Transferred Property shall, on or after the Closing Date, be on file in any recording office except such as may be filed in favor of (i) the Issuing Entity in accordance with this Agreement, (ii) the Grantor Trust in connection with the Receivables Contribution this Agreement or (iiiii) the Indenture Trustee in connection with the Indenture. (Bii) Upon the conveyance of such Receivable and the other related Second Third Step Transferred Property to the Issuing Entity Grantor Trust pursuant to this Agreement and the Second Third Step Receivables Assignment, the Issuing Entity Grantor Trust will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second Third Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted Liens); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller for repurchase, the applicable repurchase period has expired. As of the Closing Date, each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens created hereunder and Permitted Liens Liens) or those Liens that will be released simultaneously with the conveyance hereunder) hereunder and is in compliance with all Applicable Laws.

Good Title. (Ai) Immediately prior to the conveyance of each Receivable and the related Second Third Step Transferred Property to the Issuing Entity Grantor Trust pursuant to this Agreement and the Second Third Step Receivables Assignment, the Depositor Issuing Entity had good and marketable title thereto, free and clear of all Liens except for Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Second Third Step Transferred Property shall, on or after the Closing Date, be on file in any recording office except such as may be filed in favor of (i) the Issuing Entity in accordance with this Agreement, (iiA) the Grantor Trust in connection with the Receivables Contribution this Agreement or (iiiB) the Indenture Trustee in connection with the Indenture. (Bii) Upon the conveyance of such Receivable and the other related Second Third Step Transferred Property to the Issuing Entity Grantor Trust pursuant to this Agreement and the Second Third Step Receivables Assignment, the Issuing Entity Grantor Trust will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second Third Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted Liens); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller for repurchase, the applicable repurchase period has expired. As of the Closing Date, each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens ▇▇▇▇▇ created hereunder and Permitted Liens Liens) or those Liens that will be released simultaneously with the conveyance hereunder) hereunder and is in compliance with all Applicable Laws.

Good Title. (A) Immediately prior to the conveyance of each Receivable and the related Second Step Transferred Property to the Issuing Entity pursuant to this Agreement and the Second Step Receivables Assignment, the Depositor had good and marketable title thereto, free and clear of all Liens except for Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Second Step Transferred Property shall, on or after the Closing Date, be on file in any recording office except such as may be filed in favor of (i1) the Issuing Entity in accordance with this Agreement, (ii2) the Grantor Trust in connection with the Receivables Contribution Agreement or (iii3) the Indenture Trustee in connection with the Indenture. (B) Upon the conveyance of such Receivable and the other related Second Step Transferred Property to the Issuing Entity pursuant to this Agreement and the Second Step Receivables Assignment, the Issuing Entity will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted Liens); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller for repurchase, the applicable repurchase period has expired. As of the Closing Date, each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens ▇▇▇▇▇ created hereunder and Permitted Liens or those Liens that will be released simultaneously with the conveyance hereunder) and is in compliance with all Applicable Laws.

Good Title. (A) Immediately prior to the conveyance of each Receivable and the related Second First Step Transferred Property to the Issuing Entity Purchaser pursuant to this Agreement and the Second First Step Receivables Assignment, the Depositor Seller had good and marketable title thereto, free and clear of all Liens except for Permitted LiensLiens and those Liens that will be released simultaneously with the conveyance hereunder. No effective financing statement or other instrument similar in effect covering any portion of the Second First Step Transferred Property shall, on or after the Closing Date, Date be on file in any recording office except such as may be filed in favor of (i1) the Purchaser in accordance with this Agreement, (2) the Issuing Entity in accordance with this the Receivables Transfer Agreement, (ii3) the Grantor Trust in connection with the Receivables Contribution Agreement or (iii4) the Indenture Trustee in connection with the Indenture. (B) Upon the conveyance of such Receivable and the other related Second First Step Transferred Property to the Issuing Entity Purchaser pursuant to this Agreement and the Second First Step Receivables Assignment, the Issuing Entity Purchaser will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second First Step Transferred Property, free and clear of any Lien (other than Liens ▇▇▇▇▇ created hereunder and Permitted Liens▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and those Liens that will be released simultaneously with the conveyance hereunder); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller for repurchase, the applicable repurchase period has expired. As of the Closing Datedate hereof, each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens ▇▇▇▇▇ created hereunder and Permitted Liens or those Liens that will be released simultaneously with the conveyance hereunder) and is in compliance with all Applicable Laws.

Good Title. (A) Immediately prior to the conveyance of each Receivable and the related Second First Step Transferred Property to the Issuing Entity Purchaser pursuant to this Agreement and the Second First Step Receivables Assignment, the Depositor Seller had good and marketable title thereto, free and clear of all Liens except for Permitted LiensLiens and those Liens that will be released simultaneously with the conveyance hereunder. No effective financing statement or other instrument similar in effect covering any portion of the Second First Step Transferred Property shall, on or after the Closing Date, Date be on file in any recording office except such as may be filed in favor of (i1) the Purchaser in accordance with this Agreement, (2) the Issuing Entity in accordance with this the Receivables Transfer Agreement, (ii3) the Grantor Trust in connection with the Receivables Contribution Agreement or (iii4) the Indenture Trustee in connection with the Indenture. (B) Upon the conveyance of such Receivable and the other related Second First Step Transferred Property to the Issuing Entity Purchaser pursuant to this Agreement and the Second First Step Receivables Assignment, the Issuing Entity Purchaser will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second First Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted LiensLiens and those Liens that will be released simultaneously with the conveyance hereunder); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller for repurchase, the applicable repurchase period has expired. As of the Closing Datedate hereof, each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens ▇▇▇▇▇ created hereunder and Permitted Liens or those Liens that will be released simultaneously with the conveyance hereunder) and is in compliance with all Applicable Laws.

Good Title. (A) Immediately prior to the conveyance of each Receivable and the related Second Step Transferred Property to the Issuing Entity pursuant to this Agreement and the [the][each] Second Step Receivables Assignment, the Depositor had good and marketable title thereto, free and clear of all Liens except for Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Second Step Transferred Property shall, on or after the Closing Date [and each Subsequent Closing Date], be on file in any recording office except such as may be filed in favor of (i) the Issuing Entity in accordance with this Agreement, [(ii) the Grantor Trust in connection with the Receivables Contribution Agreement Agreement] or [(iii) ii)/(iii)] the Indenture Trustee in connection with the Indenture. (B) Upon the conveyance of such Receivable and the other related Second Step Transferred Property to the Issuing Entity pursuant to this Agreement and the [the][each] Second Step Receivables Assignment, the Issuing Entity will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted Liens); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller for repurchase, the applicable repurchase period has expired. As of the Closing Date [and each Subsequent Closing Date], each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens created hereunder and Permitted Liens or those Liens that will be released simultaneously with the conveyance hereunder) and is in compliance with all Applicable Laws.

Good Title. (A) Immediately prior to the conveyance of each Receivable and the related Second First Step Transferred Property to the Issuing Entity Purchaser pursuant to this Agreement and the Second [the][each] First Step Receivables Assignment, the Depositor Seller had good and marketable title thereto, free and clear of all Liens except for Permitted LiensLiens and those Liens that will be released simultaneously with the conveyance hereunder. No effective financing statement or other instrument similar in effect covering any portion of the Second First Step Transferred Property shall, on or after the Closing Date [and each Subsequent Closing Date, ] be on file in any recording office except such as may be filed in favor of (i) the Issuing Entity Purchaser in accordance with this Agreement, (ii) the Issuing Entity in accordance with the Receivables Transfer Agreement[, (iii) the Grantor Trust in connection with the Receivables Contribution Agreement Agreement] or [(iii) iii)/(iv)] the Indenture Trustee in connection with the Indenture. (B) Upon the conveyance of such Receivable and the other related Second First Step Transferred Property to the Issuing Entity Purchaser pursuant to this Agreement and the Second [the][each] First Step Receivables Assignment, the Issuing Entity Purchaser will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second First Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted LiensLiens and those Liens that will be released simultaneously with the conveyance hereunder); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller for repurchase, the applicable repurchase period has expired. As of the Closing Datedate hereof, each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens created hereunder and Permitted Liens or those Liens that will be released simultaneously with the conveyance hereunder) and is in compliance with all Applicable Laws.

Good Title. (Ai) Immediately prior to the conveyance of each Receivable and the related Second Third Step Transferred Property to the Issuing Entity Grantor Trust pursuant to this Agreement and the Second [the][each] Third Step Receivables Assignment, the Depositor Issuing Entity had good and marketable title thereto, free and clear of all Liens except for Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Second Third Step Transferred Property shall, on or after the [Initial] Closing Date [and each Subsequent Closing Date], be on file in any recording office except such as may be filed in favor of (i) the Issuing Entity in accordance with this Agreement, (iiA) the Grantor Trust in connection with the Receivables Contribution this Agreement or (iiiB) the Indenture Trustee in connection with the Indenture. (Bii) Upon the conveyance of such Receivable and the other related Second Third Step Transferred Property to the Issuing Entity Grantor Trust pursuant to this Agreement and the Second [the][each] Third Step Receivables Assignment, the Issuing Entity Grantor Trust will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second Third Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted Liens); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller [or the FAC Seller] for repurchase, the applicable repurchase period has expired. As of the [Initial] Closing Date [and each Subsequent Closing Date], each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens created hereunder and Permitted Liens Liens) or those Liens that will be released simultaneously with the conveyance hereunder) hereunder and is in compliance with all Applicable Laws.

Good Title. (Ai) Immediately prior to the conveyance of each Receivable and the related Second Third Step Transferred Property to the Issuing Entity Grantor Trust pursuant to this Agreement and the Second [the][each] Third Step Receivables Assignment, the Depositor Issuing Entity had good and marketable title thereto, free and clear of all Liens except for Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Second Third Step Transferred Property shall, on or after the Closing Date [and each Subsequent Closing Date], be on file in any recording office except such as may be filed in favor of (i) the Issuing Entity in accordance with this Agreement, (ii) the Grantor Trust in connection with the Receivables Contribution this Agreement or (iiiii) the Indenture Trustee in connection with the Indenture. (Bii) Upon the conveyance of such Receivable and the other related Second Third Step Transferred Property to the Issuing Entity Grantor Trust pursuant to this Agreement and the Second [the][each] Third Step Receivables Assignment, the Issuing Entity Grantor Trust will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second Third Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted Liens); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller for repurchase, the applicable repurchase period has expired. As of the Closing Date [and each Subsequent Closing Date], each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens created hereunder and Permitted Liens Liens) or those Liens that will be released simultaneously with the conveyance hereunder) hereunder and is in compliance with all Applicable Laws.

Good Title. (A) Immediately prior to the conveyance of each Receivable and the related Second Step Transferred Property to the Issuing Entity pursuant to this Agreement and the [the][each] Second Step Receivables Assignment, the Depositor had good and marketable title thereto, free and clear of all Liens except for Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Second Step Transferred Property shall, on or after the [Initial] Closing Date [and each Subsequent Closing Date], be on file in any recording office except such as may be filed in favor of (i1) the Issuing Entity in accordance with this Agreement, [(ii2) the Grantor Trust in connection with the Receivables Contribution Agreement Agreement] or (iii3) the Indenture Trustee in connection with the Indenture. (B) Upon the conveyance of such Receivable and the other related Second Step Transferred Property to the Issuing Entity pursuant to this Agreement and the [the][each] Second Step Receivables Assignment, the Issuing Entity will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted Liens); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller for repurchase, the applicable repurchase period has expired. As of the [Initial] Closing Date [and each Subsequent Closing Date], each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens L▇▇▇▇ created hereunder and Permitted Liens or those Liens that will be released simultaneously with the conveyance hereunder) and is in compliance with all Applicable Laws.

Good Title. (A) Immediately prior to the conveyance of each Receivable and the related Second Step Transferred Property to the Issuing Entity pursuant to this Agreement and the Second Step Receivables Assignment, the Depositor had good and marketable title thereto, free and clear of all Liens except for Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Second Step Transferred Property shall, on or after the Closing Date, be on file in any recording office except such as may be filed in favor of (i) the Issuing Entity in accordance with this Agreement, (ii) the Grantor Trust in connection with the Receivables Contribution Agreement or (iii) the Indenture Trustee in connection with the Indenture. (B) Upon the conveyance of such Receivable and the other related Second Step Transferred Property to the Issuing Entity pursuant to this Agreement and the Second Step Receivables Assignment, the Issuing Entity will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted Liens); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller for repurchase, the applicable repurchase period has expired. As of the Closing Date, each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens created hereunder and Permitted Liens or those Liens that will be released simultaneously with the conveyance hereunderLiens) and is in compliance with all Applicable Laws.

Good Title. (Ai) Immediately prior to the conveyance of each Receivable and the related Second Third Step Transferred Property to the Issuing Entity Grantor Trust pursuant to this Agreement and the Second [the][each] Third Step Receivables Assignment, the Depositor Issuing Entity had good and marketable title thereto, free and clear of all Liens except for Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Second Third Step Transferred Property shall, on or after the [Initial] Closing Date [and each Subsequent Closing Date], be on file in any recording office except such as may be filed in favor of (i) the Issuing Entity in accordance with this Agreement, (iiA) the Grantor Trust in connection with the Receivables Contribution this Agreement or (iiiB) the Indenture Trustee in connection with the Indenture. (Bii) Upon the conveyance of such Receivable and the other related Second Third Step Transferred Property to the Issuing Entity Grantor Trust pursuant to this Agreement and the Second [the][each] Third Step Receivables Assignment, the Issuing Entity Grantor Trust will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second Third Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted Liens); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller for repurchase, the applicable repurchase period has expired. As of the [Initial] Closing Date [and each Subsequent Closing Date], each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens created hereunder and Permitted Liens Liens) or those Liens that will be released simultaneously with the conveyance hereunder) hereunder and is in compliance with all Applicable Laws.

Good Title. (A) Immediately prior to the conveyance of each Receivable and the related Second Step Transferred Property to the Issuing Entity pursuant to this Agreement and the [the][each] Second Step Receivables Assignment, the Depositor had good and marketable title thereto, free and clear of all Liens except for Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Second Step Transferred Property shall, on or after the [Initial] Closing Date [and each Subsequent Closing Date], be on file in any recording office except such as may be filed in favor of (i1) the Issuing Entity in accordance with this Agreement, [(ii2) the Grantor Trust in connection with the Receivables Contribution Agreement Agreement] or (iii3) the Indenture Trustee in connection with the Indenture. (B) Upon the conveyance of such Receivable and the other related Second Step Transferred Property to the Issuing Entity pursuant to this Agreement and the [the][each] Second Step Receivables Assignment, the Issuing Entity will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted Liens); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller [or the FAC Seller] for repurchase, the applicable repurchase period has expired. As of the [Initial] Closing Date [and each Subsequent Closing Date], each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens L▇▇▇▇ created hereunder and Permitted Liens or those Liens that will be released simultaneously with the conveyance hereunder) and is in compliance with all Applicable Laws.