It is the intention of Seller that each transfer and assignment herein contemplated constitutes a sale of the Related Receivables and the related Other Conveyed Property from Seller to Purchaser and that the beneficial interest in and title to such Related Receivables and related Other Conveyed Property not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy law. No Related Receivable or related Other Conveyed Property has been sold, transferred, assigned, or pledged by Seller to any Person other than Purchaser. Immediately prior to each transfer and assignment herein contemplated, Seller had good and marketable title to each Related Receivable (including any Approved Seller Receivables sold on such Purchase Date) and related Other Conveyed Property and was the sole owner thereof, free and clear of all liens, claims, encumbrances, security interests, and rights of others, and, immediately upon the transfer thereof to Purchaser and Purchaser shall have good and marketable title to the Receivables (including any Approved Seller Receivables) and the Other Conveyed Property and shall be the sole owner thereof, free and clear of all Liens (except Permitted Liens); provided however that any Financed Vehicle which is part of the Other Conveyed Property may be subject to a lien subordinate to the security interests securing the related Contract. No Dealer has a participation in, or other right to receive, proceeds of any Receivable.