Common use of Title Clause in Contracts

Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Issuer and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. Other than (1) the sale by the Seller to the Issuer pursuant to this Agreement and (2) the security interest granted by the Issuer to the Indenture Trustee in the Indenture, no Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Issuer, and no Receivable has been sold, transferred, assigned or pledged by the Issuer to any Person other than the Indenture Trustee, and no provision of a Receivable shall have been waived, except as provided in clause (h) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person and immediately prior to the pledge of security interest contemplated in the Indenture, the Issuer had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person; immediately upon the transfer and assignment contemplated herein, the Issuer shall have good and marketable title to each Receivable, free and clear of all Liens and rights of any other Person and immediately upon the pledge of the security interest contemplated in the Indenture, the Indenture Trustee will have a valid and continuing security interest in the Receivables; and both the transfer and assignment herein contemplated and the pledge of security interest contemplated by the Indenture have been perfected under the applicable UCC.

Title. It is the intention of the RPA Seller that the transfer and assignment herein contemplated, taken as a whole, constitute constitutes a sale of the Receivables from the RPA Seller to the Issuer Purchaser and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the RPA Seller under any bankruptcy law. Other than (1) the sale by the RPA Seller to the Purchaser pursuant to this Agreement, (2) the sale by the Purchaser to the Issuer pursuant to this the Sale and Servicing Agreement and (23) the security interest granted by the Issuer to the Indenture Trustee in the Indenture, no Receivable has been sold, transferred, assigned or pledged by the RPA Seller to any Person other than the Purchaser or by the Purchaser to any Person other than the Issuer, and no Receivable has been sold, transferred, assigned or pledged by the Issuer to any Person other than the Indenture Trustee, and no provision of a Receivable shall have been waived, except as provided in clause (h) above; immediately this Agreement. Immediately prior to the transfer and assignment herein contemplated, the RPA Seller had has good and marketable title to each Receivable free and clear of all Liens (except Permitted Liens and rights of any other Person and immediately Lien which will be released prior to the pledge sale and transfer of security interest contemplated in such Receivable to the IndentureIssuer), the Issuer had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person; and, immediately upon the transfer and assignment contemplated herein, the Issuer Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens (except Permitted Liens and rights any Lien which will be released prior to the sale and transfer of any other Person and immediately upon such Receivable to the pledge of the security interest contemplated in the Indenture, the Indenture Trustee will have a valid and continuing security interest in the Receivables; and both the transfer and assignment herein contemplated and the pledge of security interest contemplated by the Indenture have been perfected under the applicable UCCIssuer).

Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Issuer and that the beneficial interest in and title to the Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. Other than (1) the sale by the Seller to the Issuer pursuant to this Agreement and (2) the security interest granted by the Issuer to the Indenture Trustee in the Indenture, no Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Issuer, and no Receivable has been sold, transferred, assigned or pledged by the Issuer to any Person other than the Indenture Trustee, and no provision of a Receivable shall have been waived, except as provided in clause (h) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person and immediately prior to the pledge of security interest contemplated in the Indenture, the Issuer had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person; immediately upon the transfer and assignment contemplated herein, the Issuer shall have good and marketable title to each Receivable, free and clear of all Liens and rights of any other Person and immediately upon the pledge of the security interest contemplated in the Indenture, the Indenture Trustee will have a valid and continuing security interest in the Receivables; and both the transfer and assignment herein contemplated and the pledge of security interest contemplated by the Indenture have been perfected under the applicable UCC.

Title. It is the intention of the Seller Depositor that the transfer and assignment contemplated by the Loan Contribution Agreement constitute a contribution of the Related Receivables from the Originators to the Depositor pursuant to the Loan Contribution Agreement and that the beneficial interest in and title to such Related Receivables not be part of the debtor's estate in the event of the filing of a petition for bankruptcy or insolvency by or against such Originator. No Related Receivable has been sold, transferred, contributed, assigned or pledged by such Originator to any Person other than the Depositor pursuant to the Loan Contribution Agreement. Immediately prior to the transfer and assignment contemplated by the Loan Contribution Agreement, such Originator had good and marketable title to each Related Receivable conveyed by it to the Depositor, free and clear of all Liens and, immediately upon the transfer thereof, the Depositor shall have good and marketable title to each such Related Receivable, free and clear of all Liens; and the transfer of the Related Receivables to the Depositor has been perfected under the UCC. It is the intention of the Depositor that the transfer and assignment herein contemplated, taken as a whole, contemplated constitute a sale of the Receivables from the Seller Depositor to the Issuer and that the beneficial interest in and title to the such Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition for receivership by or against the Seller under any bankruptcy lawDepositor. Other than (1) the sale by the Seller to the Issuer pursuant to this Agreement and (2) the security interest granted by the Issuer to the Indenture Trustee in the Indenture, no No Receivable has been sold, transferred, assigned or pledged by the Seller Depositor to any Person other than the Issuer, and no Receivable has been sold, transferred, assigned or pledged by the Issuer to any Person other than the Indenture Trustee, and no provision of a Receivable shall have been waived, except as provided in clause (h) above; immediately . Immediately prior to the transfer and assignment herein contemplated, the Seller Depositor had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person and immediately prior to the pledge of security interest contemplated in the Indenture, the Issuer had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person; immediately upon the transfer and assignment contemplated herein, the Issuer shall have good and marketable title to each Receivable, free and clear of all Liens and rights of any other Person and and, immediately upon the pledge transfer thereof, the Issuer shall have good and marketable title to each such Receivable, free and clear of all Liens; and the transfer of the security interest contemplated in Receivables to the Indenture, the Indenture Trustee will have a valid and continuing security interest in the Receivables; and both the transfer and assignment herein contemplated and the pledge of security interest contemplated by the Indenture have Issuer has been perfected under the applicable UCC.

Title. It is the intention of (i) the Seller that the transfer and assignment herein contemplated, taken as a whole, contemplated constitute a sale of the Receivables from the Seller to the Issuer Transferor and that the beneficial interest in and title to the such Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition for receivership by or against the Seller under any bankruptcy law. Other than , (1ii) the sale by Transferor that the Seller transfer and assignment herein contemplated constitute an assignment of the Receivables from the Transferor to the Issuer pursuant Depositor and that the beneficial interest in and title to this Agreement such Receivables not be part of the debtor's estate in the event of the filing of a petition for receivership by or against the Transferor under any bankruptcy law and (2iii) the security interest granted by Depositor that the Issuer transfer and assignment herein contemplated constitute an assignment of the Receivables from the Depositor to the Indenture Trustee Trust and that the beneficial interest in and title to such Receivables not be part of the debtor's estate in the Indenture, no Receivable has been sold, transferred, assigned or pledged by event of the Seller to any Person other than the Issuer, and no Receivable has been sold, transferred, assigned or pledged by the Issuer to any Person other than the Indenture Trustee, and no provision filing of a Receivable shall have been waived, except as provided in clause (h) above; immediately petition for receivership by or against the Depositor under any bankruptcy law. Immediately prior to the transfer and assignment herein contemplated, (i) the Seller had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person and immediately prior to the pledge of security interest contemplated in the Indenture, the Issuer had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person; immediately upon the transfer and assignment contemplated herein, the Issuer shall have good and marketable title to each Receivable, free and clear of all Liens and rights of any other Person and and, immediately upon the pledge transfer thereof, (ii) the Transferor shall have good and marketable title to each such Receivable, free and clear of all Liens, and (iii) the Depositor shall have good and marketable title to each such Receivable, free and clear of all Liens; and the transfer of the security interest contemplated in Receivables to the IndentureTransferor, the Indenture Trustee will have a valid and continuing security interest in the Receivables; and both the transfer and assignment herein contemplated Depositor and the pledge of security interest contemplated by the Indenture have Issuer has been perfected under the applicable UCC. No Dealer or any other Person has any right to receive proceeds of any Receivables.

Title. It is the intention of (i) the Seller that the transfer ----- and assignment herein contemplated, taken as a whole, contemplated constitute a sale of the Receivables from the Seller to the Issuer Transferor and that the beneficial interest in and title to the such Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition for receivership by or against the Seller under any bankruptcy law. Other than , (1ii) the sale by Transferor that the Seller transfer and assignment herein contemplated constitute an assignment of the Receivables from the Transferor to the Issuer pursuant Depositor and that the beneficial interest in and title to this Agreement such Receivables not be part of the debtor's estate in the event of the filing of a petition for receivership by or against the Transferor under any bankruptcy law and (2iii) the security interest granted by Depositor that the Issuer transfer and assignment herein contemplated constitute an assignment of the Receivables from the Depositor to the Indenture Trustee Trust and that the beneficial interest in and title to such Receivables not be part of the debtor's estate in the Indenture, no Receivable has been sold, transferred, assigned or pledged by event of the Seller to any Person other than the Issuer, and no Receivable has been sold, transferred, assigned or pledged by the Issuer to any Person other than the Indenture Trustee, and no provision filing of a Receivable shall have been waived, except as provided in clause (h) above; immediately petition for receivership by or against the Depositor under any bankruptcy law. Immediately prior to the transfer and assignment herein contemplated, (i) the Seller had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person and immediately prior to the pledge of security interest contemplated in the Indenture, the Issuer had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person; immediately upon the transfer and assignment contemplated herein, the Issuer shall have good and marketable title to each Receivable, free and clear of all Liens and rights of any other Person and and, immediately upon the pledge transfer thereof, (ii) the Transferor shall have good and marketable title to each such Receivable, free and clear of all Liens, and (iii) the Depositor shall have good and marketable title to each such Receivable, free and clear of all Liens; and the transfer of the security interest contemplated in Receivables to the IndentureTransferor, the Indenture Trustee will have a valid and continuing security interest in the Receivables; and both the transfer and assignment herein contemplated Depositor and the pledge of security interest contemplated by the Indenture have Issuer has been perfected under the applicable UCC. No Dealer or any other Person has any right to receive proceeds of any Receivables.

Title. It is the intention of (i) the Seller that the transfer and assignment herein contemplated, taken as a whole, contemplated constitute a sale of the Receivables from the Seller to the Issuer Transferor and that the beneficial interest in and title to the such Receivables not be part of the debtor’s 's estate in the event of the filing of a bankruptcy petition for receivership by or against the Seller under any bankruptcy law. Other than , (1ii) the sale by Transferor that the Seller transfer herein contemplated constitute an assignment of the Receivables from the Transferor to the Issuer pursuant Depositor for non-tax purposes and that the beneficial interest in and title to this Agreement such Receivables not be part of the debtor's estate in the event of the filing of a petition for receivership by or against the Transferor under any bankruptcy law and (2iii) the security interest granted by Depositor that the Issuer transfer and assignment herein contemplated constitute an assignment of the Receivables from the Depositor to the Indenture Trustee Trust and that the beneficial interest in and title to such Receivables not be part of the debtor's estate in the Indenture, no Receivable has been sold, transferred, assigned or pledged by event of the Seller to any Person other than the Issuer, and no Receivable has been sold, transferred, assigned or pledged by the Issuer to any Person other than the Indenture Trustee, and no provision filing of a Receivable shall have been waived, except as provided in clause (h) above; immediately petition for receivership by or against the Depositor under any bankruptcy law. Immediately prior to the transfer and assignment herein contemplated, (i) the Seller had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person and immediately prior to the pledge of security interest contemplated in the Indenture, the Issuer had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person; immediately upon the transfer and assignment contemplated herein, the Issuer shall have good and marketable title to each Receivable, free and clear of all Liens and rights of any other Person and and, immediately upon the pledge transfer thereof, (ii) the Transferor shall have good and marketable title to each such Receivable, free and clear of all Liens, in each case other than the security interest contemplated in Liens created by this Agreement or the Indenture, and (iii) the Indenture Trustee will Depositor shall have a valid good and continuing security interest in the Receivablesmarketable title to each such Receivable, free and clear of all Liens; and both the transfer and assignment herein contemplated of the Receivables to the Transferor, the Depositor and the pledge of security interest contemplated by the Indenture have Issuer has been perfected under the applicable UCC. No Dealer or any other Person has any right to receive proceeds of any Receivables.

Title. It is the intention of the Seller that the each transfer and assignment herein contemplated, taken as a whole, constitute contemplated constitutes a sale of the Related Receivables and the related Other Conveyed Property from the Seller to the Issuer Purchaser and that the beneficial interest in and title to the such Related Receivables and related Other Conveyed Property not be part of the debtorSeller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Related Receivable or related Other than (1) the sale by the Seller to the Issuer pursuant to this Agreement and (2) the security interest granted by the Issuer to the Indenture Trustee in the Indenture, no Receivable Conveyed Property has been sold, transferred, assigned assigned, or pledged by the Seller to any Person other than the Issuer, Purchaser and no Receivable has been sold, transferred, assigned or pledged by the Issuer Purchaser to any Person other than the Indenture Trustee, and no provision of a Receivable shall have been waived, except as provided in clause (h) above; immediately Collateral Agent. Immediately prior to the each transfer and assignment herein contemplated, the Seller had good and marketable title to each Related Receivable and related Other Conveyed Property and was the sole owner thereof, free and clear of all Liens liens, claims, encumbrances, security interests, and rights of any other Person and immediately prior to the pledge of security interest contemplated in the Indentureothers, the Issuer had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person; and, immediately upon the transfer thereof to the Purchaser and assignment contemplated herein, the Issuer Purchaser shall have good and marketable title to each Receivablethe Receivables and the other Conveyed Property and shall be the sole owner thereof, free and clear of all Liens and rights of any other Person and and, immediately upon the pledge thereof to the Collateral Agent under the Security Agreement, the Collateral Agent for the benefit of the security interest contemplated in the Indenture, the Indenture Trustee will Secured Parties shall have a valid and continuing enforceable security interest in the Receivables; Collateral, free and both the clear of all liens, encumbrances, security interests, and rights of others, and each such transfer and assignment herein contemplated and the pledge of security interest contemplated by the Indenture have has been perfected under the applicable UCC. No Dealer has a participation in, or other right to receive, proceeds of any Receivable.

Title. It is the intention Each pledge of the Seller that the transfer and assignment herein contemplated, taken as grant of a whole, constitute a sale of the Receivables from the Seller to the Issuer and that the beneficial security interest in Receivables and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. Other than (1) the sale by the Seller to the Issuer related Collateral pursuant to this Agreement constitutes a valid pledge to the Collateral Agent, for the benefit of the Secured Parties, of all the Borrower's right, title and interest in and to such Receivables and related Collateral, free and clear of all Liens (2) other than Permitted Liens), and constitutes the grant of a first priority perfected security interest granted by the Issuer (subject to Permitted Liens) in such property to secure payment of all amounts payable or distributable to the Indenture Trustee in Secured Parties hereunder and under the Indenture, no Related Documents. No Receivable has been sold, transferred, assigned assigned, or pledged by the Seller Borrower to any Person other than the IssuerCollateral Agent, and no for the benefit of the Secured Parties. Each Receivable has been sold, transferred, assigned contributed or pledged sold by the Issuer Originator to any Person other than the Indenture Trustee, and no provision of a Receivable shall have been waived, except as provided in clause (h) above; immediately Borrower pursuant to the First Tier Purchase Agreement. Immediately prior to the sale, assignment and transfer or the pledge and assignment grant of a security interest herein contemplated, the Seller Borrower had good and marketable title to each Receivable Receivable, and was the sole owner thereof, free and clear of all Liens Liens, claims, encumbrances, security interests, and rights of any other Person others and, immediately upon such pledge and immediately prior to the pledge grant of a security interest contemplated in the IndentureCollateral Agent, for the Issuer had good and marketable title to each Receivable free and clear benefit of all Liens and rights of any other Person; immediately upon the transfer and assignment contemplated hereinSecured Parties, the Issuer shall have good and marketable title to each such Receivable, and the Collateral Agent, for the benefit of the Secured Parties, shall have a valid first priority perfected security interest in such Receivable, in each case free and clear of all Liens Liens, encumbrances, security interests and rights of any other Person others, and immediately upon the such sale, assignment and transfer or such pledge and grant of the a security interest contemplated in the Indenture, the Indenture Trustee will have a valid and continuing security interest in the Receivables; and both the transfer and assignment herein contemplated and the pledge of security interest contemplated by the Indenture have has been perfected under the applicable UCC.