Common use of Release of Collateral; No Legal Title Clause in Contracts

Release of Collateral; No Legal Title. (a) At the same time as any Contract (i) expires by its terms or (ii) has been prepaid in full, and in each case all amounts in respect thereof have been paid by the related Obligor and subsequently deposited into a Lockbox Account or the Collection Account, the Administrative Agent will, to the extent requested by the Servicer, promptly release its interest and lien in such Contract and the related Collateral. In connection with any sale of a Financed Vehicle, after the deposit by the Servicer of the proceeds of such sale into the Lockbox Account and subsequent deposit within two Business Days thereafter into the Collection Account, the Administrative Agent will, at the sole expense of the Servicer (which, in the case of any Successor Servicer, shall be reimbursable in accordance with the provisions of Section 2.06), promptly execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may reasonably request in order to effect the release and transfer of such Financed Vehicle; provided, that the Administrative Agent will not make any representation or warranty, express or implied, with respect to any such Financed Vehicle in connection with such sale or transfer and assignment. Nothing in this Section shall diminish the Servicer's obligations pursuant to Section 7.03 with respect to the proceeds of any such sale. (b) Upon (i) the transfer of any Receivables and the related Collateral in connection with a Take-out or (ii) the Facility Termination Date, the Administrative Agent, at the Borrower's expense, upon receipt of payment in full of the related Aggregate Unpaids, shall execute and file such partial or full releases or partial or full assignments of financing statements and other documents and instruments as may be reasonably requested by the Borrower to effectuate the release of the relevant portion of the Collateral. Section 3.03.

Release of Collateral; No Legal Title. (a) At the same time as any Contract (i) expires by its terms or (ii) has been prepaid in full, and in each case all amounts in respect thereof have been paid by the related Obligor and subsequently deposited into a Lockbox Account or the Collection Account, the Administrative Agent will, to the extent requested by the Servicer, promptly release its interest and lien in such Contract and the related Collateral. In connection with any sale of a Financed Vehicle, after the deposit by the Servicer of the proceeds of such sale into the Lockbox Account and subsequent deposit within two Business Days thereafter into the Collection Account, the Administrative Agent will, at the sole expense of the Servicer (which, in the case of any Successor Servicer, DB1/ 139452285.4 72 154304283v7 shall be reimbursable in accordance with the provisions of Section 2.06), promptly execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may reasonably request in order to effect the release and transfer of such Financed Vehicle; provided, that the Administrative Agent will not make any representation or warranty, express or implied, with respect to any such Financed Vehicle in connection with such sale or transfer and assignment. Nothing in this Section shall diminish the Servicer's obligations pursuant to Section 7.03 with respect to the proceeds of any such sale. (b) Upon (i) the transfer of any Receivables and the related Collateral in connection with a Take-out or (ii) the Facility Termination Date, the Administrative Agent, at the Borrower's expense, upon receipt of payment in full of the related Aggregate Unpaids, shall execute and file such partial or full releases or partial or full assignments of financing statements and other documents and instruments as may be reasonably requested by the Borrower to effectuate the release of the relevant portion of the Collateral. Section 3.03.

Release of Collateral; No Legal Title. (a) At the same time as any Contract Receivable (i) expires by its terms or (ii) has been prepaid in full, and in each case all amounts in respect thereof have been paid by the related Obligor and subsequently deposited into a Lockbox the Collection Account or (ii) has been prepaid in full and all amounts in respect thereof have been paid by the related Obligor and deposited into the Collection Account, the Administrative Agent will, to the extent requested by the Servicer, promptly direct the Collateral Agent to release its interest and lien in such Receivable, the related Contract and the related Collateral, and the Collateral Agent shall execute instruments prepared by and at the expense of the Servicer that the Servicer purports will effect such release. In connection with any sale of any property on or after the occurrence of an event described in clauses (i) or (ii) above or in connection with a Financed VehicleCharged-Off Receivable, after the deposit by the Servicer of the proceeds of such the sale into or other disposition of the Lockbox Account and subsequent deposit within two Business Days thereafter related property into the Collection Account, the Administrative Agent willwill direct the Collateral Agent, at the sole expense of the Servicer (which, in the case of any Successor Servicer, shall be reimbursable in accordance with to, and the provisions of Section 2.06)Collateral Agent shall, promptly execute and deliver to the Servicer any assignments, bills of sale, termination statements statements, payoff letters and any other releases and instruments as the Servicer may reasonably request request, in the form prepared by the Servicer, in order to effect the release and transfer of such Financed Vehicleproperty; provided, (i) that the Administrative Collateral Agent will not make any representation or warranty, express or implied, with respect to any such Financed Vehicle property in connection with such sale or transfer and assignment, (ii) no party relying upon an instrument executed by the Collateral Agent as provided in this Article Three shall be bound to ascertain the Collateral Agent’s authority, inquire into the satisfaction of any conditions precedent or the application of any monies, and (iii) that the Collateral Agent shall execute and deliver any such instruments reasonably requested by the Administrative Agent or the Required Lenders, in the form presented to it by the Administrative Agent, pursuant to this Article Three; provided, that the Collateral Agent shall have no duty or obligation to review, investigate or verify the contents of any such instruments. Nothing in this Section shall diminish the Servicer's ’s obligations pursuant to Section 7.03 5.06 or 7.03(c) with respect to the proceeds of any such sale. (b) Upon (i) the transfer of any Receivables and the related Collateral in connection with a Take-out sale or (ii) the Facility Termination Date, the Administrative Agent, at the Borrower's expense, upon receipt of payment in full of the related Aggregate Unpaids, shall execute and file such partial or full releases or partial or full assignments of financing statements and other documents and instruments as may be reasonably requested by the Borrower to effectuate the release of the relevant portion of the Collateral. Section 3.03disposition.

Release of Collateral; No Legal Title. (a) At the same time as any Contract (i) expires by its terms or (ii) has been prepaid in full, and in each case all amounts in respect thereof have been paid by the related Obligor and subsequently deposited into a Lockbox Account or the Collection Account, the Administrative Agent will, to the extent requested by the Servicer, promptly release its interest and lien in such Contract and the related Collateral. In connection with any sale of a Financed Vehicle, after the deposit by the Servicer of the proceeds of such sale into the Lockbox Account and subsequent deposit within two Business Days thereafter into the Collection Account, the Administrative Agent will, at the sole expense of the Servicer (which, in the case of any Successor Servicer, shall be reimbursable in accordance with the provisions of Section 2.06), promptly execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may reasonably request in order to effect the release and transfer of such Financed Vehicle; provided, that the Administrative Agent will not make any representation or warranty, express or implied, with respect to any such Financed Vehicle in connection with such sale or transfer and assignment. Nothing in this Section shall diminish the Servicer's obligations pursuant to Section 7.03 with respect to the proceeds of any such sale. (b) Upon (i) the transfer of any Receivables and the related Collateral in connection with a Take-out or (ii) the Facility Termination Date, the Administrative Agent, at the Borrower's expense, upon receipt of payment in full of the related Aggregate Unpaids, shall execute and file such partial or full releases or partial or full assignments of financing statements and other documents and instruments as may be reasonably requested by the Borrower to effectuate the release of the relevant portion of the Collateral. Section 3.03.

Release of Collateral; No Legal Title. (ad) At the same time as any Contract Receivable (i) expires by its terms or (ii) has been prepaid in full, and in each case all amounts in respect thereof have been paid by the related Obligor and subsequently deposited into a Lockbox the Collection Account or (ii) has been prepaid in full and all amounts in respect thereof have been paid by the related Obligor and deposited into the Collection Account, the Administrative Agent will, to the extent requested by the Servicer, promptly direct the Collateral Agent to release its interest and lien in such Receivable, the related Contract and the related Collateral, and the Collateral Agent shall execute instruments prepared by and at the expense of the Servicer that the Servicer purports will effect such release. In connection with any sale of any property on or after the occurrence of an event described in clauses (i) or (ii) above or in connection with a Financed VehicleCharged-Off Receivable, after the deposit by the Servicer of the proceeds of such the sale into or other disposition of the Lockbox Account and subsequent deposit within two Business Days thereafter related property into the Collection Account, the Administrative Agent willwill direct the Collateral Agent, at the sole expense of the Servicer (which, in the case of any Successor Servicer, shall be reimbursable in accordance with to, and the provisions of Section 2.06)Collateral Agent shall, promptly execute and deliver to the Servicer any assignments, bills of sale, termination statements statements, payoff letters and any other releases and instruments as the Servicer may reasonably request request, in the form prepared by the Servicer, in order to effect the release and transfer of such Financed Vehicleproperty; provided, (i) that the Administrative Collateral Agent will not make any representation or warranty, express or implied, with respect to any such Financed Vehicle property in connection with such sale or transfer and assignment, (ii) no party relying upon an instrument executed by the Collateral Agent as provided in this Article Three shall be bound to ascertain the Collateral Agent’s authority, inquire into the satisfaction of any conditions precedent or the application of any monies, and (iii) that the Collateral Agent shall execute and deliver any such instruments reasonably requested by the Administrative Agent or the Required Lenders, in the form presented to it by the Administrative Agent, pursuant to this Article Three; provided, that the Collateral Agent shall have no duty or obligation to review, investigate or verify the contents of any such instruments. Nothing in this Section shall diminish the Servicer's ’s obligations pursuant to Section 7.03 5.06 or 7.03(c) with respect to the proceeds of any such sale. (b) Upon (i) the transfer of any Receivables and the related Collateral in connection with a Take-out sale or (ii) the Facility Termination Date, the Administrative Agent, at the Borrower's expense, upon receipt of payment in full of the related Aggregate Unpaids, shall execute and file such partial or full releases or partial or full assignments of financing statements and other documents and instruments as may be reasonably requested by the Borrower to effectuate the release of the relevant portion of the Collateral. Section 3.03disposition.

Release of Collateral; No Legal Title. (a) At the same time as any Contract (i) expires by its terms or (ii) has been prepaid in full, and in each case all amounts in respect thereof have been paid by the related Obligor and subsequently deposited into a Lockbox Account or the Collection Account, the Administrative Agent will, to the extent requested by the Servicer, promptly release its interest and lien in such Contract and the related Collateral. In connection with any sale of a Financed Vehicle, after the deposit by the Servicer of the proceeds of such sale into the Lockbox Account and subsequent deposit within two Business Days thereafter into the Collection Account, the Administrative Agent will, at the sole expense of the Servicer (which, in the case of any Successor Servicer, 78 149194398v7 shall be reimbursable in accordance with the provisions of Section 2.06), promptly execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may reasonably request in order to effect the release and transfer of such Financed Vehicle; provided, that the Administrative Agent will not make any representation or warranty, express or implied, with respect to any such Financed Vehicle in connection with such sale or transfer and assignment. Nothing in this Section shall diminish the Servicer's obligations pursuant to Section 7.03 with respect to the proceeds of any such sale. (b) Upon (i) the transfer of any Receivables and the related Collateral in connection with a Take-out or (ii) the Facility Termination Date, the Administrative Agent, at the Borrower's expense, upon receipt of payment in full of the related Aggregate Unpaids, shall execute and file such partial or full releases or partial or full assignments of financing statements and other documents and instruments as may be reasonably requested by the Borrower to effectuate the release of the relevant portion of the Collateral. Section 3.03.

Release of Collateral; No Legal Title. (a) At the same time as any Contract (i) expires by its terms or (ii) has been prepaid in full, and in each case all amounts in respect thereof have been paid by the related Obligor and subsequently deposited into a Lockbox Account or the Collection Account, the Administrative Agent will, to the extent requested by the Servicer, promptly release its interest and lien in such Contract and the related Collateral. In connection with any sale of a Financed Vehicle, after the deposit by the Servicer of the proceeds of such sale into the Lockbox Account and subsequent deposit within two Business Days thereafter into the Collection Account, the Administrative Agent will, at the sole expense of the Servicer (which, in the case of any Successor Servicer, 76 shall be reimbursable in accordance with the provisions of Section 2.06), promptly execute and deliver to the Servicer any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may reasonably request in order to effect the release and transfer of such Financed Vehicle; provided, that the Administrative Agent will not make any representation or warranty, express or implied, with respect to any such Financed Vehicle in connection with such sale or transfer and assignment. Nothing in this Section shall diminish the Servicer's obligations pursuant to Section 7.03 with respect to the proceeds of any such sale. (b) Upon (i) the transfer of any Receivables and the related Collateral in connection with a Take-out or (ii) the Facility Termination Date, the Administrative Agent, at the Borrower's expense, upon receipt of payment in full of the related Aggregate Unpaids, shall execute and file such partial or full releases or partial or full assignments of financing statements and other documents and instruments as may be reasonably requested by the Borrower to effectuate the release of the relevant portion of the Collateral. Section 3.03.