Common use of Security Interest in Financed Vehicle Clause in Contracts

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL has received written evidence from the related Dealer that such Lien Certificate showing AFL as first lienholder has been applied for. AFL's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust as secured party, which security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall will create a valid, binding and enforceable first priority security interest in favor of AFL the Originator in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL named the Originator as the original secured party under each Receivable, or that such Receivable has been assigned to the Originator, as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Originator has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL the Originator as first lienholder has been applied for. AFLfor and the Originator's security interest has been validly assigned by AFL the Originator to the Seller and by the Seller to the Owner Trustee Depositor pursuant to this Agreement or any Subsequent Transfer and by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Originator to the TrustDepositor and by the Depositor to the Issuer, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Indenture Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL AmeriCredit named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit as first lienholder has been applied for. AFLfor and AmeriCredit's security interest has been validly assigned by AFL AmeriCredit to the Seller and by the Seller to the Owner Trustee AFS Funding pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by AmeriCredit to the TrustAFS Funding, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust AFS Funding as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial related Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or ------------------------------------- shall create a valid, binding and enforceable first priority security interest in favor of AFL the Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL the Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Seller has received written evidence from the related Dealer that such Lien Certificate showing AFL the Seller as first lienholder has been applied for. AFLfor and the Seller's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial related Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or ------------------------------------- shall create a valid, binding and enforceable first priority security interest in favor of AFL either AmeriCredit or CP Funding in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL AmeriCredit named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has received written evidence from the related Dealer that such Lien Certificate showing AFL AmeriCredit as first lienholder has been applied for. AFLfor and AmeriCredit's security interest has been validly assigned by AFL AmeriCredit either (A) to the Seller AFS Funding or (B) to CP Funding and by the Seller CP Funding to the Owner Trustee AFS Funding pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by either AmeriCredit or CP Funding to the TrustAFS Funding, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust AFS Funding as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial related Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL the Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL the Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Seller has received written evidence from the related Dealer that such Lien Certificate showing AFL the Seller as first lienholder has been applied for. AFLfor and the Seller's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial related Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Immediately prior to the sale, assignment, and transfer thereof, each Subsequent Receivable created or shall create be secured by a valid, binding and enforceable validly perfected first priority security interest in the Financed Vehicle in favor of AFL LBAC as secured party, and such security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting such Financed Vehicle arising subsequent to the Subsequent Transfer Date), and either (i) all necessary and appropriate actions have been taken that would result in the valid perfection of a first priority security interest in the Financed Vehicle. The Vehicle in favor of LBAC as secured party, and the Lien Certificate and original certificate of title for each Financed Vehicle showshows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the new or replacement Lien Certificate will be received within 180 150 days of the Closing Date or any Subsequent Transfer Date, as applicable, Date and will show AFL LBAC named as the original secured party under each any such Subsequent Receivable as and the holder of a first priority security interest in such Financed Vehicle, or (ii) a Dealer Title Guaranty has been obtained with respect to such Financed Vehicle. With respect to each Subsequent Receivable for which the Lien Certificate has not yet been submitted to, or returned from from, the Registrar of Titles, AFL LBAC has received either (i) written evidence from the related Dealer that such Lien Certificate showing AFL LBAC as the first lienholder has been applied for. AFL's security interest has been validly assigned by AFL for or (ii) a Dealer Title Guaranty with respect to the Seller and by the Seller to the Owner Trustee pursuant to this Agreement or any Subsequent Transfer Agreement, as applicablesuch Financed Vehicle. Immediately after the sale, transfer and assignment thereof to the Trust, each Subsequent Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust as secured party, which security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for the lien of the Indenture and for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a such Financed Vehicle which are or may be Liens prior or equal arising subsequent to the lien of the related ReceivableSubsequent Transfer Date).

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle Vehicle, the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show show, AFL named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL has received written evidence from the related Dealer that such Lien Certificate showing AFL as first lienholder has been applied for. AFL's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee ARFC pursuant to this Agreement or any Subsequent Transfer Purchase Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by ARFC to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall will create a valid, binding and enforceable first priority security interest in favor of AFL the Originator in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL named the Originator as the original secured party under each Receivable, or that such Receivable has been assigned to the Originator, as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Originator has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL the Originator as first lienholder has been applied for. AFL's for and the Originator’s security interest has been validly assigned by AFL the Originator to the Seller and by the Seller to the Owner Trustee Depositor pursuant to this Agreement or any Subsequent Transfer and by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Originator to the TrustDepositor and by the Depositor to the Issuer, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Indenture Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle Vehicle, which Liens are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall will ------------------------------------- create a valid, binding and enforceable first priority security interest in favor of AFL TFC or the Trust Collateral Agent in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL TFC or the Trust Collateral Agent named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL TFC has received written evidence from the related Dealer that such Lien Certificate showing AFL TFC or the Trust Collateral Agent as first lienholder has been applied for. AFLfor and (i) TFC's security interest has been validly assigned to the Seller pursuant to the Purchase Agreement and (ii) the Seller's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement or any Subsequent Transfer Agreement, as applicableand (iii) the Trust's security interest has been validly pledged to the Trust Collateral Agent pursuant to the Indenture. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the Cut-Off Date). As of the Initial Cutoff Cut-Off Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL the Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showidentify Triad, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL identify Triad the Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL Triad has received written evidence from the related Dealer that such Lien Certificate showing AFL the Seller as the first lienholder has been applied for. AFLfor and the Seller's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement or any Subsequent Transfer the Sale and Servicing Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Indenture Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent related Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Immediately prior to the sale, assignment, and transfer thereof, each Subsequent Receivable created or shall create be secured by a valid, binding and enforceable validly perfected first priority security interest in the Financed Vehicle in favor of AFL LBAC as secured party, and such security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any tax liens or mechanics' liens which may arise after the Subsequent Transfer Date), and either (i) all necessary and appropriate actions have been taken that would result in the valid perfection of a first priority security interest in the Financed Vehicle. The Vehicle in favor of LBAC as secured party, and the Lien Certificate and original certificate of title for each Financed Vehicle showshows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the a new or replacement Lien Certificate will be received within 180 150 days of the Closing Date or any Subsequent Transfer Date, as applicable, Date and will show AFL LBAC named as the original secured party under each any such Subsequent Receivable as and the holder of a first priority security interest in such Financed Vehicle, or (ii) a Dealer Title Guaranty has been obtained with respect to such Financed Vehicle. With respect to each Subsequent Receivable for which the Lien Certificate has not yet been submitted to, or returned from from, the Registrar of Titles, AFL LBAC has received either (i) written evidence from the related Dealer that such Lien Certificate showing AFL LBAC as the first lienholder has been applied for. AFL's security interest has been validly assigned by AFL for or (ii) a Dealer Title Guaranty with respect to the Seller and by the Seller to the Owner Trustee pursuant to this Agreement or any Subsequent Transfer Agreement, as applicablesuch Financed Vehicle. Immediately after the sale, transfer and assignment thereof to the Trust, each Subsequent Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust as secured party, which security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal arising subsequent to the lien of the related ReceivableSubsequent Transfer Date).

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL Exeter in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showshows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL show, Exeter named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL Exeter has applied for or received written evidence from the related Dealer [or related Originator] that such Lien Certificate showing AFL Exeter or the Issuer, as applicable, as first lienholder has been applied for. AFL's for and Exeter’s security interest (assigned by Exeter to the Seller pursuant to the Purchase Agreement) has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement. This Agreement or any Subsequent Transfer Agreementcreates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Trust, which security interest is prior to all other Liens, and is enforceable as applicablesuch against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust indenture Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall ------------------------------------- create a valid, binding and enforceable first priority security interest in favor of AFL the Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL the Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Seller has received written evidence from the related Dealer that such Lien Certificate showing AFL the Seller as first lienholder has been applied for. AFLfor and the Seller's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial related Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL AmeriCredit named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit as first lienholder has been applied for. AFLfor and AmeriCredit's security interest has been validly assigned by AFL AmeriCredit to the Seller and by the Seller to the Owner Trustee AFS SenSub pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by AmeriCredit to the TrustAFS SenSub, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust AFS SenSub as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create from each respective Obligor is secured by a valid, binding and enforceable first priority perfected security interest in favor of AFL the Contributor in the Financed Vehicle. The Lien Certificate and original certificate of title Title for each Financed Vehicle showshows or, or if a new or replacement Lien Certificate of Title is being applied for with respect to such Financed Vehicle Vehicle, the Lien Certificate of Title will be received within 180 one hundred eighty (180) days of the Closing Date or any Subsequent Transfer the related Funding Date, as applicable, and will show AFL show, the Contributor named as the original secured party under each Receivable as the holder of a first priority perfected security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate of Title has not yet been returned from the Registrar of Titlesapplicable governmental authority, AFL the Servicer has received written evidence from the related Dealer that such Lien Certificate of Title showing AFL the Contributor as first lienholder has been applied for. AFL's If the Receivable was originated in a State in which the filing or recording of a financing statement under the UCC is required to perfect a security interest in motor vehicles, such filings or recordings have been duly made and show the Contributor named as the original secured party under the related Receivable. As of the related Cutoff Date, there were no Liens or claims for taxes, work, labor, storage or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable. Each security interest in the Financed Vehicles has been or, with respect to Subsequent Receivables, will be as of the related Funding Date, validly assigned by AFL the Depositor to the Seller and by the Seller to the Owner Trustee Issuer pursuant to this Agreement or any Subsequent Transfer Agreement, as applicableand the related Depositor Assignment. Immediately after the sale, assignment and transfer and assignment thereof to the TrustIssuer, although the related Certificates of Title will not indicate the Issuer as secured party, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Indenture Trustee as secured partyparty for the benefit of the Noteholders, the Agent and the Financial Institutions which security interest is prior to all other liens upon and security interests Liens in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created Contract creates or shall ------------------------------------- will create a valid, binding and enforceable first priority security interest in favor of AFL TFC in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 120 days of the Closing Date or any Subsequent Transfer applicable Funding Date, as applicable, and will show AFL TFC named as the original secured party under each Receivable Contract as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable Contract for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL TFC has received written evidence from the related Dealer that such Lien Certificate showing AFL TFC or the Collateral Agent as first lienholder has been applied for. AFLfor and (i) TFC's security interest has been validly assigned by AFL to the Seller and by the Seller Borrower pursuant to the Owner Trustee Purchase Agreement and (ii) the Borrower's security interest has been validly pledged to the Collateral Agent pursuant to this Agreement or any Subsequent Transfer the Loan Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by TFC to the TrustBorrower, each Receivable Contract will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Borrower as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the applicable Funding Date). Immediately after the pledge of a security interest therein by the Borrower to the Collateral Agent, for the benefit of the Lender, the Hedge Counterparty and the Insurer, each Contract will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Collateral Agent as secured party, for the benefit of the Lender, the Hedge Counterparty and the Collateral Agent, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle arising subsequent to the applicable Funding Date). As of the Initial Cutoff Date or each Subsequent Cutoff applicable Funding Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related ReceivableContract.

Security Interest in Financed Vehicle. Each Receivable created or shall create is secured by a valid, binding and enforceable first priority perfected security interest in favor of AFL the Contributor in the Financed Vehicle. The Lien Certificate and original certificate of title Title for each Financed Vehicle showshows (or, or if a new or replacement Lien Certificate of Title is being applied for with respect to such Financed Vehicle Vehicle, the Lien Certificate of Title will be received within 180 one hundred eighty (180) days of the Closing Date or any Subsequent Transfer the related Funding Date, as applicable, and will show AFL show) the Contributor named as the original secured party under each Receivable as the holder of a first priority perfected security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate of Title has not yet been returned from the Registrar of Titlesapplicable governmental authority, AFL the Servicer has received written evidence from the related Dealer that such Lien Certificate of Title showing AFL the Contributor as first lienholder has been applied for. AFL's security interest has been validly assigned by AFL If the Receivable was originated in a State in which the filing or recording of a financing statement under the UCC is required to the Seller and by the Seller to the Owner Trustee pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof to the Trust, each Receivable will be secured by an enforceable and perfected first priority perfect a security interest in motor vehicles, such filings or recordings have been duly made and show the Financed Vehicle in favor of Contributor named as the Trust as original secured party, which security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle)party under the related Receivable. As of the Initial Cutoff Date or each the related Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor labor, storage or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable. Each security interest in the Financed Vehicles has been or, with respect to Subsequent Receivables, will be as of the related Funding Date, validly assigned by the Contributor to the Depositor pursuant to this Agreement and the related Contributor Assignment.

Security Interest in Financed Vehicle. Each Receivable created or shall will create a valid, binding and enforceable first priority security interest in favor of AFL the Originator in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL named the Originator as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Originator has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL the Originator as first lienholder has been applied for. AFLfor and the Originator's security interest has been validly assigned by AFL the Originator to the Seller pursuant to this Agreement and by the Seller to the Owner Trustee Trust pursuant to this Agreement or any Subsequent Transfer the Sale and Servicing Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Originator to the Seller and by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Indenture Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial related Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create creates a valid, binding and enforceable first priority security interest in favor of AFL OFL in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing related Assignment Date or any Subsequent Transfer Date, as applicable, and will show AFL show, OFL named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL OFL has received written evidence from the related Dealer that such Lien Certificate showing AFL OFL as first lienholder has been applied for, or a letter from the applicable Dealer agreeing unconditionally to repurchase the related Receivable if the certificate of title is not received within 180 days. AFLOFL's security interest has been validly assigned by AFL OFL to ORFC pursuant to the Seller and by the Seller to the Owner Trustee pursuant to this Agreement or any Subsequent Transfer applicable Assignment Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by ORFC to the Trustan Assignee, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust such Assignee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff applicable Cut-Off Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable.

Security Interest in Financed Vehicle. Each Immediately prior to the transfer, assignment and pledge thereof under this Agreement, (i) each Receivable created or shall create was secured by a valid, binding and enforceable first priority perfected security interest in the Financed Vehicle in favor of AFL the applicable Borrower as secured party, or (ii) application has been duly made with the appropriate governmental authority for a valid, binding and enforceable first priority perfected security interest in the Financed VehicleVehicle in favor of such Borrower. The Lien Certificate and original certificate of title for each Financed Vehicle showshows, or if a new or replacement Lien Certificate certificate of title is being applied for with respect to such Financed Vehicle the Lien Certificate certificate of title will be received by the applicable Borrower within 180 120 days of after the Closing related Advance Date or any Subsequent Transfer Date, as applicable, and will show AFL the applicable Borrower named as the original secured party under each Receivable as and, accordingly, such Borrower will be the holder of a first priority security interest in such Financed Vehicle; provided, however, that with respect to Receivables of AutoInfo Finance that are subject to Advances to AutoInfo Finance within 90 days after the date of this Agreement and for which no certificate of title, guaranty of title or application for title is delivered prior to the related Advance Date, the certificate of title will be received by such Borrower prior to the earlier of (x) 90 days after such Advance Date and (y) 180 days after the date of origination of the related Receivable. With respect to each Receivable (other than Receivables of AutoInfo Finance referred to in the proviso in the immediately preceding sentence) for which the Lien Certificate certificate of title has not yet been returned from the Registrar registrar of Titlestitles, AFL the applicable Borrower has received written evidence from the related Dealer that such Lien Certificate certificate of title showing AFL such Borrower as first lienholder has been applied for. AFL's If the Receivable was originated in a state in which a filing or recording is required of the secured party to perfect a security interest has in motor vehicles, such filings or recordings have been validly assigned by AFL duly made to show the Seller and by applicable Borrower named as the Seller to original secured party under the Owner Trustee pursuant to this Agreement or any Subsequent Transfer Agreement, as applicablerelated Receivable. Immediately after the sale, transfer and assignment thereof to the Trust, each Receivable will be secured by an enforceable and perfected first priority Such security interest in the Financed Vehicle has been validly assigned by the Dealer to the applicable Borrower pursuant to the related Dealer Agreement and by such Borrower to CSFB pursuant to this Agreement. Immediately after the transfer, assignment and pledge thereof to CSFB, there shall exist under each Receivable a valid, subsisting and enforceable first priority perfected security interest in favor the Financed Vehicle securing such Receivable and at such time as enforcement of the Trust as secured party, which such security interest is prior to all other liens upon sought there shall exist a valid, subsisting and enforceable first priority perfected security interests interest in such Financed Vehicle which now exist or may hereafter arise or be created in favor of CSFB (exceptother than, as to prioritythe priority of such security interest, for any statutory lien for taxesarising by operation of law after such transfer, labor or materials affecting a Financed Vehicleassignment and pledge thereof, which is prior to such interest). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall will ------------------------------------- create a valid, binding and enforceable first priority security interest in favor of AFL the Originator or the Purchaser in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Datenot later than July 31, as applicable2002, and will show AFL Originator or the Purchaser named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle, with right of repossession, subject to the terms thereof and applicable law. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Originator has received written evidence from the related Dealer that such Lien Certificate showing AFL Originator or the Purchaser as first lienholder has been applied for. AFLfor and the Originator's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Purchaser pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by Originator to the TrustPurchaser, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Purchaser as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the Cut-Off Date). As of the Initial Cutoff Cut-Off Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL AmeriCredit named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit as first lienholder has been applied for. AFL's for and AmeriCredit’s security interest has been validly assigned by AFL AmeriCredit to the Seller and by the Seller to the Owner Trustee AFS Funding Trust pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by AmeriCredit to the AFS Funding Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the AFS Funding Trust as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showshows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 240 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL AmeriCredit named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit as first lienholder has been applied for. AFL's for and AmeriCredit’s security interest (assigned by AmeriCredit to the Seller pursuant to the Purchase Agreement) has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement. This Agreement or any Subsequent Transfer Agreementcreates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Trust, which security interest is prior to all other Liens, and is enforceable as applicablesuch as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Collateral Agent as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each the Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL the Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL the Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Seller has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL the Seller as first lienholder has been applied for. AFL's for and the Seller’s security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create creates a valid, binding and enforceable first priority security interest in favor of AFL Arcadia in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing related Purchase Date or any Subsequent Transfer Date, as applicable, and will show AFL show, Arcadia named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL Arcadia has received written evidence from the related Dealer that such Lien Certificate showing AFL Arcadia as first lienholder has been applied for, or a letter from the applicable Dealer agreeing unconditionally to repurchase the related Receivable if the Certificate of title is not received within 180 days. AFLArcadia's security interest has been validly assigned by AFL Arcadia to the Seller pursuant to the Purchase Agreement and by the Seller to the Owner Trustee Issuer pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof to the TrustIssuer, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Issuer as secured party, which security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff applicable Cut-Off Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL OFL in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle Vehicle, the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL show, OFL named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL OFL has received written evidence from the related Dealer that such Lien Certificate showing AFL OFL as first lienholder has been applied for, or a letter from the applicable Dealer agreeing unconditionally to repurchase the related Receivable if the certificate of title is not received by OFL within 180 days. AFLOFL's security interest has been validly assigned by AFL OFL to the Seller and by the Seller to the Owner Trustee ORFC II pursuant to this Agreement or any Subsequent Transfer Assignment Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by ORFC II to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial each Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL the Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL the Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Seller has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL the Seller as first lienholder has been applied for. AFL's for and the Seller’s security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial related Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create creates a valid, binding and enforceable first priority security interest in favor of AFL in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing related Assignment Date or any Subsequent Transfer Date, as applicable, and will show show, AFL named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL has received written evidence from the related Dealer that such Lien Certificate showing AFL as first lienholder has been applied for, or a letter from the applicable Dealer agreeing unconditionally to repurchase the related Receivable if the certificate of title is not received within 180 days. AFL's security interest has been validly assigned by AFL to the Seller and by the Seller ARFC pursuant to the Owner Trustee pursuant to this Agreement or any Subsequent Transfer applicable Assignment Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by ARFC to the Trustan Assignee, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust such Assignee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff applicable Cut-Off Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect Immediately prior to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL has received written evidence from the related Dealer that such Lien Certificate showing AFL as first lienholder has been applied for. AFL's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, assignment, and transfer and assignment thereof to the Trustthereof, each Receivable will shall be secured by an enforceable and a validly perfected first priority security interest in the Financed Vehicle in favor of the Trust LBAC as secured party, which and such security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials or any other non-consensual lien affecting Financed Vehicle arising subsequent to the Closing Date), and either (i) all necessary and appropriate actions have been taken that would result in the valid perfection of a first priority security interest in the Financed Vehicle in favor of LBAC as secured party, and the Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for such new or replacement Lien Certificate will be received within 150 days of the Closing Date and will show LBAC named as the original secured party under any such Receivable and the holder of a first priority security interest in such Financed Vehicle), or (ii) a Dealer Title Guaranty has been obtained with respect to such Financed Vehicle. As With respect to each Receivable for which the Lien Certificate has not yet been submitted to, or returned from, the Registrar of Titles, LBAC has received either (i) written evidence from the related Dealer that such Lien Certificate showing LBAC as the first lienholder has been applied for or (ii) a Dealer Title Guaranty with respect to such Financed Vehicle. Immediately after the sale, transfer and assignment thereof to the Issuer, each Receivable will be secured by an enforceable first priority security interest in the Financed Vehicle in favor of the Initial Cutoff Date Issuer as secured party, which security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or each Subsequent Cutoff Datemay hereafter arise or be created (except, as applicableto priority, there were no Liens or claims for the lien of the Indenture and for any lien for taxes, work, labor or materials affecting a such Financed Vehicle which are or may be Liens prior or equal and arising subsequent to the lien of the related ReceivableClosing Date).

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showshows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent related Transfer Date, as applicable, and will show AFL AmeriCredit (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit (or a Titled Third-Party Lender) as first lienholder has been applied for. AFLfor and AmeriCredit's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement. If, in the event that, notwithstanding the intent of the Sellers, the transfer and assignment contemplated by this Agreement or any Subsequent Transfer Agreementis held by a court of competent jurisdiction not to be a sale, this Agreement creates a valid and continuing security interest (as applicabledefined in the UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other liens and is enforceable as such as against creditors of and purchasers from the Sellers. Immediately after the sale, transfer and assignment thereof by the related Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were There are no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL AmeriCredit named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit as first lienholder has been applied for. AFLfor and AmeriCredit's security interest has been validly assigned by AFL AmeriCredit to the Seller and by the Seller to the Owner Trustee AFS SenSub Corp. pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by AmeriCredit to the TrustAFS SenSub Corp., each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust AFS SenSub Corp. as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL OFL in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL OFL named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL OFL has received written evidence from the related Dealer that such Lien Certificate showing AFL OFL as first lienholder has been applied for. AFLOFL's security interest has been validly assigned by AFL OFL to the Seller and by the Seller to the Owner Trustee pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust as secured party, which security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AFS in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL AFS named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AFS has received written evidence from the related Dealer that such Lien Certificate showing AFL AFS as first lienholder has been applied for. AFLAFS's security interest has been validly assigned by AFL AFS to the Seller and by the Seller to the Owner Trustee Issuer pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Seller to the TrustIssuer and the subsequent pledge thereof by the Issuer to the Indenture Collateral Agent, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Indenture Collateral Agent as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showshows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL AmeriCredit named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit as first lienholder has been applied for. AFLfor and AmeriCredit's security interest has been validly assigned by AFL AmeriCredit to the Seller and by the Seller to the Owner Trustee AFS SenSub Corp. pursuant to this Agreement. This Agreement or any Subsequent Transfer Agreementcreates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as applicablesuch as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit to the TrustAFS SenSub Corp., each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust AFS SenSub Corp. as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create is secured by a valid, binding and enforceable first priority perfected security interest in favor of AFL the Contributor in the Financed Vehicle. The Lien Certificate and original certificate of title Title for each Financed Vehicle showshows or, or if a new or replacement Lien Certificate of Title is being applied for with respect to such Financed Vehicle Vehicle, the Lien Certificate of Title will be received within 180 one hundred eighty (180) days of the Closing Date or any Subsequent Transfer the related Funding Date, as applicable, and will show AFL show, the Contributor named as the original secured party under each Receivable as the holder of a first priority perfected security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate of Title has not yet been returned from the Registrar of Titlesapplicable governmental authority, AFL the Servicer has received written evidence from the related Dealer that such Lien Certificate of Title showing AFL the Contributor as first lienholder has been applied for. AFL's If the Receivable was originated in a State in which the filing or recording of a financing statement under the UCC is required to perfect a security interest in motor vehicles, such filings or recordings have been duly made and show the Contributor named as the original secured party under the related Receivable. As of the related Cutoff Date, there were no Liens or claims for taxes, work, labor, storage or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable. Each security interest in the Financed Vehicles has been or, with respect to Subsequent Receivables, will be as of the related Funding Date, validly assigned by AFL the Depositor to the Seller and by the Seller to the Owner Trustee Issuer pursuant to this Agreement or any Subsequent Transfer Agreement, as applicableand the related Depositor Assignment. Immediately after the sale, assignment and transfer and assignment thereof to the TrustIssuer, although the related Certificates of Title will not indicate the Issuer as secured party, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Indenture Trustee as secured partyparty for the benefit of the Noteholders, the Agent and the Financial Institutions which security interest is prior to all other liens upon and security interests Liens in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showshows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL show, AmeriCredit named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit as first lienholder has been applied for. AFL's for and AmeriCredit’s security interest has been validly assigned by AFL AmeriCredit to the Seller and by the Seller to the Owner Trustee AFS Funding Trust pursuant to this Agreement. This Agreement or any Subsequent Transfer Agreementcreates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as applicablesuch as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit to the AFS Funding Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the AFS Funding Trust as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL Exeter in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showshows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL show, Exeter named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL Exeter has applied for or received written evidence from the related Dealer [or related Originator] that such Lien Certificate showing AFL Exeter or the Issuer, as applicable, as first lienholder has been applied for. AFL's for and Exeter’s security interest has been validly assigned by AFL Exeter to the Seller and by the Seller to the Owner Trustee EFCAR, LLC pursuant to this Agreement. This Agreement or any Subsequent Transfer Agreementcreates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as applicablesuch against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by Exeter to the TrustEFCAR, LLC, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust EFCAR, LLC as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall will create a valid, binding and enforceable first priority security interest in favor of AFL the Originator in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL named the Originator as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Originator has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL the Originator as first lienholder has been applied for. AFLfor and the Originator's security interest has been validly assigned by AFL the Originator to the Seller and by the Seller to the Owner Trustee Depositor pursuant to this Agreement or any Subsequent Transfer and by the Depositor to the Trust pursuant to the Sale and Servicing Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Originator to the Depositor and by the Depositor to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Indenture Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial related Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL show, AmeriCredit (or, with respect to Lien Certificates provided by the State of Maine, the Issuer) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit or the Issuer, as applicable, as first lienholder has been applied for. AFL's for and AmeriCredit’s security interest has been validly assigned by AFL AmeriCredit to the Seller and by the Seller to the Owner Trustee AFS Funding Trust pursuant to this Agreement. This Agreement or any Subsequent Transfer Agreementcreates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as applicablesuch as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit to the AFS Funding Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the AFS Funding Trust as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL the Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL the Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Seller has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL the Seller as first lienholder has been applied for. AFLfor and the Seller's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial related Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL AmeriCredit named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit as first lienholder has been applied for. AFL's for and AmeriCredit’s security interest has been validly assigned by AFL AmeriCredit to the Seller and by the Seller to the Owner Trustee AFS SenSub pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by AmeriCredit to the TrustAFS SenSub, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust AFS SenSub as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect Immediately prior to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL has received written evidence from the related Dealer that such Lien Certificate showing AFL as first lienholder has been applied for. AFL's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, assignment, and transfer and assignment thereof to the Trustthereof, each Subsequent Receivable will shall be secured by an enforceable and a validly perfected first priority security interest in the Financed Vehicle in favor of the Trust LBAC as secured party, which and such security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting such Financed Vehicle arising subsequent to the Subsequent Transfer Date), and either (i) all necessary and appropriate actions have been taken that would result in the valid perfection of a first priority security interest in the Financed Vehicle in favor of LBAC as secured party, and the Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for such new or replacement Lien Certificate will be received within 150 days of the Subsequent Transfer Date and will show LBAC named as the original secured party under any such Subsequent Receivable and the holder of a first priority security interest in such Financed Vehicle), or (ii) a Dealer Title Guaranty has been obtained with respect to such Financed Vehicle. As With respect to each Subsequent Receivable for which the Lien Certificate has not yet been submitted to, or returned from, the Registrar of Titles, LBAC has received either (i) written evidence from the related Dealer that such Lien Certificate showing LBAC as the first lienholder has been applied for or (ii) a Dealer Title Guaranty with respect to such Financed Vehicle. Immediately after the sale, transfer and assignment thereof to the Issuer, each Subsequent Receivable will be secured by an enforceable first priority security interest in the Financed Vehicle in favor of the Initial Cutoff Date Issuer as secured party, which security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or each Subsequent Cutoff Datemay hereafter arise or be created (except, as applicableto priority, there were no Liens or claims for the lien of the Indenture and for any lien for taxes, work, labor or materials affecting a such Financed Vehicle which are or may be Liens prior or equal arising subsequent to the lien of the related ReceivableSubsequent Transfer Date).

Security Interest in Financed Vehicle. Each Receivable created or shall will create a valid, binding and enforceable first priority security interest in favor of AFL the Originator in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL named the Originator as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Originator has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL the Originator as first lienholder has been applied for. AFLfor and the Originator's security interest has been validly assigned by AFL the Originator to the Seller and by the Seller to the Owner Trustee Depositor pursuant to this Agreement or any Subsequent Transfer and by the Depositor to the Trust pursuant to the Sale and Servicing Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Originator to the Depositor and by the Depositor to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Indenture Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Related Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall will create a valid, binding and enforceable first priority security interest in favor of AFL TFC or the Trust Collateral Agent in the Financed VehicleVehicle with right of repossession, subject to the terms thereof and applicable law. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Dateno later than January 31, as applicable2003, and will show AFL TFC or the Trust Collateral Agent named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL TFC has received written evidence from the related Dealer that such Lien Certificate showing AFL TFC or the Trust Collateral Agent as first lienholder has been applied for. AFLfor and (i) TFC's security interest has been validly assigned to Purchaser pursuant to the Purchase Agreement and (ii) Purchaser's security interest has been validly assigned by AFL Purchaser to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement or any Subsequent Transfer Agreement, as applicableand (iii) the Trust's security interest has been validly pledged to the Trust Collateral Agent pursuant to the Indenture. Immediately after the sale, transfer and assignment thereof by Purchaser to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the Cut-Off Date). As of the Initial Cutoff Cut-Off Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL AmeriCredit (or, with respect Lien Certificates provided by the State of Maine, the Issuer) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit or the Issuer, as applicable, as first lienholder has been applied for. AFL's for and AmeriCredit’s security interest has been validly assigned by AFL AmeriCredit to the Seller and by the Seller to the Owner Trustee AFS SenSub pursuant to this Agreement. This Agreement or any Subsequent Transfer Agreementcreates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as applicablesuch as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit to the TrustAFS SenSub, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust AFS SenSub as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL OFL in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle Vehicle, the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL show, OFL named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL OFL has received written evidence from the related Dealer that such Lien Certificate showing AFL OFL as first lienholder has been applied for. AFLOFL's security interest has been validly assigned by AFL OFL to the Seller and by the Seller to the Owner Trustee ORFC pursuant to this Agreement or any Subsequent Transfer Purchase Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by ORFC to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showshows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL show, AmeriCredit named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit as first lienholder has been applied for. AFL's for and AmeriCredit’s security interest has been validly assigned by AFL AmeriCredit to the Seller and by the Seller to the Owner Trustee AFS Funding Trust pursuant to this Agreement. This Agreement or any Subsequent Transfer Agreementcreates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as applicablesuch as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit to the AFS Funding Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the AFS Funding Trust as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims Back to Contents for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall will ------------------------------------- create a valid, binding and enforceable first priority security interest in favor of AFL TFC or the Trust Collateral Agent in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL TFC or the Trust Collateral Agent named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL TFC has received written evidence from the related Dealer that such Lien Certificate showing AFL TFC or the Trust Collateral Agent as first lienholder has been applied for. AFLfor and (i) TFC's security interest has been validly assigned to the Seller pursuant to the Purchase Agreement and (ii) the Seller's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement or any Subsequent Transfer Agreement, as applicableand (iii) the Trust's security interest has been validly pledged to the Trust Collateral Agent pursuant to the Indenture. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the Cut- Off Date). As of the Initial Cutoff Cut-Off Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showshows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL show, AmeriCredit named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit as first lienholder has been applied for. AFL's for and AmeriCredit’s security interest has been validly assigned by AFL AmeriCredit to the Seller and by the Seller to the Owner Trustee AFS SenSub Corp. pursuant to this Agreement. This Agreement or any Subsequent Transfer Agreementcreates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as applicablesuch as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit to the TrustAFS SenSub Corp, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust AFS SenSub Corp. as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each the Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showshows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL AmeriCredit (or, with respect Lien Certificates provided by the State of Maine, the Issuer) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit or the Issuer, as applicable, as first lienholder has been applied for. AFL's for and AmeriCredit’s security interest (assigned by AmeriCredit to the Seller pursuant to the Purchase Agreement) has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement. This Agreement or any Subsequent Transfer Agreementcreates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Trust, which security interest is prior to all other Liens, and is enforceable as applicablesuch as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Collateral Agent as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showshows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL show, AmeriCredit (or, with respect to Lien Certificates provided by the State of Maine, the Issuer) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit, or the Issuer, as applicable, as first lienholder has been applied for. AFL's for and AmeriCredit’s security interest (assigned by AmeriCredit to the Seller pursuant to the Purchase Agreement) has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement. This Agreement or any Subsequent Transfer Agreementcreates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Trust, which security interest is prior to all other Liens, and is enforceable as applicablesuch as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Collateral Agent as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL AmeriCredit in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL AmeriCredit named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL AmeriCredit as first lienholder has been applied for. AFLfor and AmeriCredit's security interest has been validly assigned by AFL AmeriCredit to the Seller and by the Seller to the Owner Trustee AFS Funding Trust pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by AmeriCredit to the AFS Funding Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the AFS Funding Trust as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL the Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL the Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Seller has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AFL the Seller as first lienholder has been applied for. AFLfor and the Seller's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AFL in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle Vehicle, the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show show, AFL named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL has received written evidence from the related Dealer that such Lien Certificate showing AFL as first lienholder has been applied for. AFL's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee ARFC pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by ARFC to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create from each respective Obligor is secured by a valid, binding and enforceable first priority perfected security interest in favor of AFL the Contributor in the Financed Vehicle. The Lien Certificate and original certificate of title Title for each Financed Vehicle showshows (or, or if a new or replacement Lien Certificate of Title is being applied for with respect to such Financed Vehicle Vehicle, the Lien Certificate of Title will be received within 180 one hundred eighty (180) days of the Closing Date or any Subsequent Transfer the related Funding Date, as applicable, and will show AFL show) the Contributor named as the original secured party under each Receivable as the holder of a first priority perfected security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate of Title has not yet been returned from the Registrar of Titlesapplicable governmental authority, AFL the Servicer has received written evidence from the related Dealer that such Lien Certificate of Title showing AFL the Contributor as first lienholder has been applied for. AFL's security interest has been validly assigned by AFL If the Receivable was originated in a State in which the filing or recording of a financing statement under the UCC is required to the Seller and by the Seller to the Owner Trustee pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof to the Trust, each Receivable will be secured by an enforceable and perfected first priority perfect a security interest in motor vehicles, such filings or recordings have been duly made and show the Financed Vehicle in favor of Contributor named as the Trust as original secured party, which security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle)party under the related Receivable. As of the Initial Cutoff Date or each the related Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor labor, storage or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable. Each security interest in the Financed Vehicles has been or, with respect to Subsequent Receivables, will be as of the related Funding Date, validly assigned by the Contributor to the Depositor pursuant to this Agreement and the related Contributor Assignment.

Security Interest in Financed Vehicle. Each Receivable created or shall ------------------------------------- will create a valid, binding and enforceable first priority security interest in favor of AFL TFC or the Trust Collateral Agent in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL TFC or the Trust Collateral Agent named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL TFC has received written evidence from the related Dealer that such Lien Certificate showing AFL TFC or the Trust Collateral Agent as first lienholder has been applied for. AFLfor and (i) TFC's security interest has been validly assigned to the Seller pursuant to the Purchase Agreement and (ii) the Seller's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement or any Subsequent Transfer Agreement, as applicableand (iii) the Trust's security interest has been validly pledged to the Trust Collateral Agent pursuant to the Indenture. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the Cut-Off Date). As of the Initial Cutoff Cut-Off Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall will create a valid, binding and enforceable first priority security interest in favor of AFL the Originator or the Purchaser in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle will show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Datenot later than January 31, as applicable2003, and will show AFL Originator or the Purchaser named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle, with right of repossession, subject to the terms thereof and applicable law. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Originator has received written evidence from the related Dealer that such Lien Certificate showing AFL Originator or the Purchaser as first lienholder has been applied for. AFLfor and the Originator's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Purchaser pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by Originator to the TrustPurchaser, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Purchaser as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the Cut-Off Date). As of the Initial Cutoff Cut-Off Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created ------------------------------------- or shall create a valid, binding and enforceable first priority security interest in favor of AFL the Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or any Subsequent Transfer Date, as applicable, and will show AFL the Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AFL the Seller has received written evidence from the related Dealer that such Lien Certificate showing AFL the Seller as first lienholder has been applied for. AFLfor and the Seller's security interest has been validly assigned by AFL to the Seller and by the Seller to the Owner Trustee Trust pursuant to this Agreement or any Subsequent Transfer Agreement, as applicable. Immediately after the sale, transfer and assignment thereof by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Trust Trustee as secured party, which security interest is prior to all other liens Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial related Cutoff Date or each Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien Liens of the related Receivable.