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 sale of the Initial Receivables and related Other Trust Property by the Transferor to the Trust pursuant to the Sale 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 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 full right, power and lawful authority to assign, transfer and pledge such Receivables 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.

Good Title; Valid Transfer; Absence of Liens; Security Interest. (i) Immediately prior to the sale of the Initial Receivables and related Other Trust Property by the Transferor to the Funding Trust II pursuant to the Sale and Servicing Assignment Agreement on the Closing Date Date, the Master Trust was the owner of, and immediately had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had full right, power and lawful authority to assign, transfer and pledge such Receivables and related Other Trust Property. Immediately prior to the sale of any Subsequent the Receivables and related Other Trust Property by to the Transferor to the Trust pursuant to the Sale and Servicing Agreement and the related Subsequent Transfer Agreement on any Subsequent Transfer the Closing Date, the Transferor Funding Trust II 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 full right, power and lawful authority to assign, transfer and pledge such Receivables and related Other Trust Property. The Sale and Servicing 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, and the . The Sale and Servicing Agreement and each related Subsequent Transfer Agreement constitute constitutes a valid sale, transfer and assignment of the Subsequent Receivables and the related Other Trust Property to the TrustTransferor, in each case enforceable against creditors of and purchasers of the TransferorFunding Trust II. In the event that, in contravention of the intention of the parties, (i) the transfer of such the Receivables and related Other Trust Property by the Transferor Master Trust to Funding Trust II or (ii) the transfer of the 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 Trust Transferor, as applicable, shall have a valid and perfected first priority security interest in the such Receivables and related Other Trust Property free and clear of all Liens and Restrictions on TransferabilityTransferability other than as imposed by the Transaction Documents.

Good Title; Valid Transfer; Absence of Liens; Security Interest. (i) Immediately prior to the sale of the Initial Receivables and related Other Trust Property by the Transferor to the Funding Trust II pursuant to the Sale and Servicing Assignment Agreement on the Closing Date Date, the Master Trust was the owner of, and immediately had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had full right, power and lawful authority to assign, transfer and pledge such Receivables and related Other Trust Property. Immediately prior to the sale of any Subsequent the Initial Receivables and related Other Trust Property by to the Transferor to the Trust pursuant to the Sale and Servicing Agreement and the related Subsequent Transfer Agreement on any Subsequent Transfer the Closing Date, the Transferor Funding Trust II 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 full right, power and lawful authority to assign, transfer and pledge such Receivables and related Other Trust Property. The Sale and Servicing 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, and the . The Sale and Servicing Agreement and each related Subsequent Transfer Agreement constitute constitutes a valid sale, transfer and assignment of the Subsequent Initial Receivables and the related Other Trust Property to the TrustTransferor, in each case enforceable against creditors of and purchasers of the TransferorFunding Trust II. In the event that, in contravention of the intention of the parties, (i) the transfer of such the Initial Receivables and related Other Trust Property by the Transferor 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 Trust Transferor, as applicable, shall have a valid and perfected first priority security interest in the such Receivables and related Other Trust Property free and clear of all Liens and Restrictions on TransferabilityTransferability other than as imposed by the Transaction Documents.

Good Title; Valid Transfer; Absence of Liens; Security Interest. (i) Immediately prior to the sale of the Initial Receivables Contracts and related Other Trust Property by the Transferor to the Funding Trust II pursuant to the Sale and Servicing Assignment 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 Transferor 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 full right, power and lawful authority to assign, transfer and pledge such Receivables Contracts and related Other Trust Property. Immediately prior to the sale of the Initial Contracts and related Other Trust Property to the Transferor pursuant to the Sale Agreement on the Closing Date, Funding Trust II 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 full right, power and lawful authority to assign, transfer and pledge such Contracts and related Other Trust Property. Immediately prior to the sale of Additional Contracts and related Other Trust Property to NAFCO pursuant to the Purchase Agreement and the related Conveyance on any Subsequent Transfer Date, ACCH 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 full right, power and lawful authority to assign, transfer and pledge such Additional Contracts and the related Other Trust Property. The Sale and Servicing Assignment Agreement constitutes a valid sale, transfer and assignment of the Initial Receivables Contracts 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 Contracts and the Sale related Other Trust Property to the Transferor, enforceable against creditors of and Servicing purchasers of Funding Trust II. The Purchase Agreement and each the related Subsequent Transfer Agreement Conveyance constitute a valid sale, transfer and assignment of the Subsequent Receivables related Additional Contracts and the related Other Trust Property to the Trust, in each case Transferor enforceable against creditors of and purchasers of the TransferorACCH. In the event that, in contravention of the intention of the parties, (i) the transfer of such Receivables the Initial Contracts and related Other Trust Property by the Transferor Master Trust to Funding Trust II, (ii) the transfer of the Initial Contracts and related Other Trust Property by Funding Trust II to the Transferor or (iii) the transfer of Additional Contracts and related Other Trust Property by ACCH to NAFCO is characterized as other than a sale, such transfer shall be characterized as a secured financing, and Funding Trust II, the Trust Transferor or NAFCO, as applicable, shall have a valid and perfected first priority security interest in the Receivables such Contracts and related Other Trust Property free and clear of all Liens and Restrictions on TransferabilityTransferability other than as imposed by the Transaction Documents.