Common use of Conveyance of Receivables Clause in Contracts

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder), all of the right, title and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by Issuer’s delivery to or upon the Purchaser to order of the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01Certificates and the net proceeds of the sale of the Notes, less an amount equal to the Reserve Fund Initial Deposit to be deposited to the Reserve Fund and the Yield Supplement Account Deposit to be deposited to the Yield Supplement Account, each on the Closing Date, the RPA Seller does hereby sellssell, transferstransfer, assigns assign, set over and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s obligations hereunderof the Seller set forth herein), all of the right, title and interest of the RPA Seller in, to and under the followingunder: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)2.04 or the purchase of Receivables by the Servicer pursuant to Section 3.08 or 8.01) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer RecourseRecourse (excluding Receivables repurchased from the Issuer); (v) the Receivables Purchase Agreement, but not the obligations of the Seller thereunder; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; (vii) all funds on deposit from time to time in the Accounts, including the Reserve Fund Initial Deposit and the Yield Supplement Account Deposit, and in all investment income and proceeds thereof; and (viviii) the proceeds of any and all of the foregoing. The Seller hereby confirms to the Issuer that, as of the Closing Date, the Seller shall have caused the portions of all related electronic records relating to the Receivables to be clearly and unambiguously marked, and shall have made the appropriate entries in its general accounting records, to indicate that such Receivables have been transferred and sold to the Issuer. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser Issuer a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment Depositor’s delivery to the Seller on the Closing Date of an amount equal to the estimated fair market value of the Purchased Assets, which amount shall be paid in the form of (i) cash, less the par value of the Retained Notes, if any, to be issued to the Seller on the Closing Date, (ii) Retained Notes and (iii) a capital contribution initially made by the Purchaser Seller to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01Depositor (collectively, the RPA “Purchase Price”), the Seller does hereby sellssell, transferstransfer, assigns assign, set over and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, Depositor without recourse (subject to the RPA Seller’s obligations hereunder), all of the Seller herein) all right, title title, and interest of the RPA Seller in, to in and under the followingto: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) moneys identified thereon on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any Liquidation Proceeds and any other proceeds of from claims on any physical damage damage, credit life or disability insurance policies covering the Financed Vehicles and in or Obligors, including any proceeds of any credit life vendor’s single interest or credit disability other collateral protection insurance policies relating to the Receivables or the Obligorspolicy; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a any Receivable and that shall have been repossessed acquired by or on behalf of the IssuerSeller; (v) all documents and other items contained in the Receivable Files; (vi) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (vivii) the proceeds of any and all of the foregoingforegoing (collectively, with the assets listed in clauses (i) through (vi) above, the “Purchased Assets”). The Depositor shall make payment in respect of the Purchase Price upon demand by the Seller. The Depositor shall deposit an amount equal to the Reserve Account Deposit into the Reserve Account on the Closing Date, which account shall be an asset of the Issuer and pledged to the Indenture Trustee pursuant to the Indenture. (b) In connection with The Seller and the foregoing conveyance, Depositor intend that the RPA transfer of the Purchased Assets by the Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary Depositor pursuant to perfect the this Agreement be a sale of the Receivables ownership interest in such assets to the PurchaserDepositor, and rather than the proceeds thereof (and any continuation statements as are required by applicable state law), and mere granting of a security interest to deliver secure a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a saleborrowing. In the event event, however, that such transfer is deemed not to be a sale but to be of a mere security interest to secure a borrowing or such transfer is otherwise not effective to sell the conveyance hereunder is not for any reason considered a saleReceivables and other property described in Section 2.01(a) hereof, the RPA Seller shall be deemed to have hereby grants granted to the Purchaser Depositor a perfected first priority perfected security interest in all of its right, title and interest in, to and under the Receivablessuch assets, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement shall constitute a security agreement under applicable law. Such grant is made Pursuant to secure the payment Sale and Servicing Agreement and Section 7.04 hereof, the Depositor may sell, transfer and assign to the Issuer (i) all or any portion of all amounts payable the assets assigned to the Depositor hereunder, including(ii) all or any portion of the Depositor’s rights against the Seller under this Agreement and (iii) all proceeds thereof. Such assignment may be made by the Depositor with or without an assignment by the Depositor of its rights under this Agreement, and without limitationfurther notice to or acknowledgement from the Seller. The Seller waives, to the Receivables Purchase Priceextent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Depositor in connection with the transactions contemplated by the Sale and Servicing Agreement.

Conveyance of Receivables. (a) In consideration of the payment by Issuer’s delivery to or upon the Purchaser order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the other amounts to be distributed from time to time to the RPA Seller in accordance with the terms of the Receivables Purchase Price as set forth in Section 3.01this Agreement, the RPA Seller does hereby sellssell, transferstransfer, assigns assign, set over and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s obligations hereunder)set forth herein) and the Issuer hereby purchases, all of the right, title and interest of the RPA Seller inin and to the following property, to and under the followingwhether now owned or existing or hereafter acquired or arising: (ia) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and hereafter created for any proceeds from the sale of chattel paper (as defined in Section 9-102 liquidation of the UCC Receivables; (d) any proceeds received from a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as in effect a result of a breach of representation or warranty in the State of Californiarelated Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e) meeting all rights under any Service Contracts on the requirements of applicable state law in such manner as is necessary to perfect related Financed Vehicles; (f) the sale related Receivable Files; (g) all of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its Seller’s right, title and interest inin its rights and benefits, to and but none of its obligations or burdens, under the ReceivablesPurchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all other of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property conveyed hereunder and listed described in this Section and (a) through (g); and (i) all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made investments with respect to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Priceitems (a) through (h).

Conveyance of Receivables. (a) In consideration of the payment by Issuer’s delivery to or upon the Purchaser order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the other amounts to be distributed from time to time to the RPA Seller in accordance with the terms of the Receivables Purchase Price as set forth in Section 3.01this Agreement, the RPA Seller does hereby sellssell, transferstransfer, assigns assign, set over and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s obligations hereunder)set forth herein) and the Issuer hereby purchases, all of the right, title and interest of the RPA Seller inin and to the following property, to and under the followingwhether now owned or existing or hereafter acquired or arising: (ia) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and hereafter created for any proceeds from the sale of chattel paper (as defined in Section 9-102 liquidation of the UCC Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as in effect a result of a breach of representation or warranty in the State of Californiarelated Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e) meeting all rights under any Service Contracts on the requirements of applicable state law in such manner as is necessary to perfect related Financed Vehicles; (f) the sale related Receivable Files; (g) all of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its Seller’s right, title and interest inin its rights and benefits, to and but none of its obligations or burdens, under the ReceivablesPurchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all other of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property conveyed hereunder and listed described in this Section and (a) through (g); and (i) all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made investments with respect to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Priceitems (a) through (h).

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA The Seller hereby sells, transfers, assigns assigns, sets over and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder), all of the right, title and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create deliver to the Purchaser a Schedule of Receivables computer file or printed or microfiche list containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices marked as Schedule A to this Agreement and is hereby incorporated into and made a part of the Servicer this Agreement and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends . The parties intend that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by Issuer’s delivery to or upon the Purchaser order of the Seller on the Closing Date of an amount equal to the RPA Seller book value of the Receivables Purchase Price sold by the Seller, as set forth in Section 3.01on the books and records of the Seller, the RPA Seller does hereby sellssell, transferstransfer, assigns assign, set over and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s obligations hereunder)set forth herein) and the Issuer hereby purchases, all of the right, title and interest of the RPA Seller in, in and to and under the following: property listed in clauses (a) – (i) below, whether now owned or existing or hereafter acquired or arising. The foregoing consideration will be paid by the Issuer using net proceeds from the sale of the Notes and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the balance will be deemed a capital contribution from the Seller to the Issuer. (a) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and hereafter created for any proceeds from the sale of chattel paper (as defined in Section 9-102 liquidation of the UCC Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as in effect a result of a breach of representation or warranty in the State of Californiarelated Dealer Agreement; (e) meeting all rights under any Service Contracts on the requirements of applicable state law in such manner as is necessary to perfect related Financed Vehicles; (f) the sale related Receivable Files; (g) all of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its Seller’s right, title and interest inin its rights and benefits, to and but none of its obligations or burdens, under the ReceivablesPurchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all other of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property conveyed hereunder and listed described in this Section and (a) through (g); and (i) all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made investments with respect to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Priceitems (a) through (h).

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA The Seller hereby sells, transfers, assigns assigns, sets over and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder), all of the right, title and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create deliver to the Purchaser a Schedule of Receivables computer file or printed or microfiche list containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices marked as Schedule A to this Agreement and is hereby incorporated into and made a part of the Servicer this Agreement and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder), all of the right, title and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or life, credit disability or optional insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser The Transferor does hereby sell, transfer and assign to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder), Trust all of the right, title and interest interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of the RPA Seller in, to and under the following: (i) Transferor in the Receivables listed existing on the Addition Cut-Off Date or thereafter created in the Schedule of Receivables delivered Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the applicable UCC) thereof and all Insurance Proceeds related thereto. This Section 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee promptly after Trustee, the Closing Date and all monies paid thereunder applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancement Provider or in respect thereof (including proceeds any Derivative Counterparty of any obligation of the repurchase of Receivables by Transferor or any other Person in connection with the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to Accounts, the Receivables or the under any agreement or instrument relating thereto, including any obligation to Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by , merchant banks, merchants clearance systems, VISA®, MasterCard® or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoinginsurers. (b) In connection The Transferor hereby grants to the Trust a security interest in all of its right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the foregoing conveyance“proceeds” (including “proceeds” as defined in the applicable UCC) thereof and all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture and the applicable Indenture Supplement and accrued and unpaid interest with respect thereto. This Assignment constitutes a security agreement under the UCC. (c) If necessary, the RPA Seller Transferor agrees to record and file, at its own expense, one or more financing statements (and continuation statements when applicable) with respect to the Receivables now in Additional Accounts existing on the Addition Cut-Off Date and hereafter thereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect perfect, and maintain perfection of, the sale and assignment of the its interest in such Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)Trust, and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided filing to the Purchaser Owner Trustee on or prior to the Addition Date. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any filing under the UCC in due course), as soon as is practicable after receipt by the RPA Seller thereof. connection with such sale and assignment. (d) In connection with the foregoing conveyancesuch transfers, the RPA Seller Transferor further agrees, at its own expense, on or prior to the Closing Date (i) date of this Assignment, to annotate and indicate in its the appropriate computer files that Receivables created in connection with the Receivables Additional Accounts and designated hereby have been transferred conveyed to the Purchaser Trust pursuant to this Agreement, Assignment for the benefit of the Noteholders. (iie) to create a Schedule The parties hereto agree that all transfers of Receivables containing a true to the Trust pursuant to this Assignment are subject to, and complete list shall be treated in accordance with, the Delaware Act and each of all such Receivables, identified by account number and the parties hereto agrees that this Assignment has been entered into by the Principal Balance parties hereto in express reliance upon the Delaware Act. For purposes of each Receivable as complying with the requirements of the Cutoff DateDelaware Act, which file each of the parties hereto hereby agrees that any property, assets or list rights purported to be transferred, in whole or in part, by the Transferor pursuant to this Assignment shall be kept on file at deemed to no longer be the offices property, assets or rights of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the PurchaserTransferor. The parties hereto intend acknowledge and agree that each such transfer is occurring in connection with a “securitization transaction” within the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any meaning of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase PriceDelaware Act.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA The Seller hereby sells, transfers, assigns assigns, sets over and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s 's obligations hereunder), all of the right, title and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create deliver to the Purchaser a Schedule of Receivables computer file or printed or microfiche list containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices marked as Schedule A to this Agreement and is hereby incorporated into and made a part of the Servicer this Agreement and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends . The parties intend that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA The Seller hereby sells, transfers, assigns assigns, sets over and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder), all of the right, title and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create deliver to the Purchaser a Schedule of Receivables computer file or printed list containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices marked as Schedule A to this Agreement and is hereby incorporated into and made a part of the Servicer this Agreement and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of HARC’s delivery to or upon the payment by the Purchaser to the RPA order of Seller of the Receivables Purchase Price as Price, Seller does hereby sell, transfer, assign, set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns over and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases from the RPA SellerHARC, without recourse (subject to except as expressly provided in the RPA Seller’s obligations hereunderPurchase Agreement), all of the right, title and interest of the RPA Seller in, to in and under the followingto: (i) the Receivables each and every Receivable listed in the on Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date A hereto and all monies paid thereunder or payable thereon or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff DateDate (including amounts due on or before the Cutoff Date but received by Seller after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of Seller in such Financed Vehicles; (iii) any proceeds all rights of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life Seller against Dealers pursuant to Dealer Agreements or credit disability insurance policies relating Dealer Assignments related to the Receivables or the Obligorssuch Receivables; (iv) any proceeds of and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Recoursepursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to realize upon receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) all property (including the right to receive future Net Liquidation Proceeds) that shall have secured a secures each related Receivable and have that has been repossessed acquired by or on behalf of the Issuer; andHARC pursuant to liquidation of such Receivable; (viix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any and or all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 including all proceeds of the UCC as in effect conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser TRS does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of RFC VIII, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following:Receivables arising in the New Accounts (including Related Accounts with respect to such New Accounts), existing at the applicable Addition Cut-Off Date of each New Account and thereafter created (unless such New Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof (collectively, the “Additional Purchased Assets”). (a) If necessary, TRS shall (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect perfect, and maintain perfection of, the sale of the Receivables Additional Purchased Assets to the PurchaserRFC VIII, (ii) cause such financing statements and amendments to name TRS, as seller, and RFC VIII, as purchaser, of the proceeds thereof Additional Purchased Assets and (and any continuation statements as are required by applicable state law), and iii) to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), RFC VIII as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agreesfiling. (b) TRS shall, at its own expense, on or prior to the Closing Date (i) to annotate and Addition Date, indicate in its books and records (including its computer files files) that all Receivables created in connection with the Receivables New Accounts and the related Additional Purchased Assets have been transferred sold to the Purchaser RFC VIII pursuant to this Agreement, Supplemental Conveyance. (iic) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be of TRS’s right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from TRS to RFC VIII. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA Seller intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that TRS shall be deemed to have granted, and TRS does hereby grants grant, to the Purchaser RFC VIII a first priority perfected security interest in all of its TRS’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, TRS hereunder and under the Receivables Purchase PriceAgreement. (d) To the extent that TRS retains any interest in the Additional Purchased Assets, TRS hereby grants to the Trust and the Indenture Trustee a security interest in all of TRS’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of TRS hereunder and under the Receivables Purchase Agreement. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser TRS does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of RFC VIII, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: Receivables arising in the Aggregate Addition Accounts (including Related Accounts with respect to such Aggregate Addition Accounts), existing at the Addition Cut-Off Date and thereafter created (unless such Aggregate Addition Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof (collectively, the “Additional Purchased Assets”). If necessary, TRS shall (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect perfect, and maintain perfection of, the sale of the Receivables Additional Purchased Assets to the PurchaserRFC VIII, (ii) cause such financing statements and amendments to name TRS, as seller, and RFC VIII, as purchaser, of the proceeds thereof Additional Purchased Assets and (and any continuation statements as are required by applicable state law), and iii) to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), RFC VIII as soon as is practicable after receipt by the RPA Seller thereoffiling. In connection with the foregoing conveyance, the RPA Seller further agreesTRS shall, at its own expense, on or prior to the Closing Date (i) to annotate and Addition Date, indicate in its books and records (including its computer files files) that all Receivables created in connection with the Receivables Aggregate Addition Accounts and the related Additional Purchased Assets have been transferred sold to the Purchaser RFC VIII pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the PurchaserSupplemental Conveyance. The parties hereto intend that the conveyance hereunder be of TRS’s right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from TRS to RFC VIII. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA Seller intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that TRS shall be deemed to have granted, and TRS does hereby grants grant, to the Purchaser RFC VIII a first priority perfected security interest in all of its TRS’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, TRS hereunder and under the Receivables Purchase PriceAgreement. To the extent that TRS retains any interest in the Additional Purchased Assets, TRS hereby grants to the Trust and the Indenture Trustee a security interest in all of TRS’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of TRS hereunder and under the Receivables Purchase Agreement. With respect to such security interest and such collateral, each of the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser The Transferor does hereby transfer, assign, set over and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerTrust, without recourse (subject to except as provided in the RPA Seller’s obligations hereunder)Transfer Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables listed existing at the opening of business on the Addition Date and thereafter created and arising in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof Additional Accounts (including proceeds of the repurchase of Receivables by the RPA Seller pursuant Related Accounts with respect to Section 2.03(csuch Additional Accounts)) on or after the Cutoff Date; , (ii) the security interests in the Financed Vehicles; all Insurance Proceeds, Interchange and Recoveries allocable to such Receivables, (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life all monies due or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right become due with respect to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing, (iv) all amounts received with respect to all of the foregoing, and (v) all proceeds thereof (collectively, the “Additional Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee or any Noteholders of any obligation of the Servicer, the Transferor or any other Person in connection with the Additional Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. Each Additional Account will continue to be owned by BBD and will not be an Additional Trust Asset. (b) In connection with the foregoing conveyanceIf necessary, the RPA Seller Transferor agrees to record and file, at its own expense, one or more all financing statements (and amendments to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect perfect, and maintain perfection and priority of, the sale transfer, assignment, set-over or other conveyance of the Receivables its interest in such Additional Trust Assets to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), Trust and to deliver a file-stamped copy to the Indenture Trustee copies of each such financing statement (or continuation statement) amendment or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided filing to the Purchaser in due course), Trust and the Indenture Trustee as soon as is practicable after receipt by the RPA Seller thereofAddition Date. In Neither the Trust nor the Indenture Trustee shall be under any obligation whatsoever to file such financing statements or amendments to statements or to make any filing under the UCC in connection with the foregoing such transfer, assignment, set-over or other conveyance, the RPA Seller . (c) The Transferor further agrees, at its own expense, on or prior to the Closing Date (i) Addition Date, to annotate and indicate in its the appropriate computer files that all Receivables created in connection with the Receivables Additional Accounts and the related Additional Trust Assets have been transferred conveyed to the Purchaser Trust pursuant to the Transfer Agreement and this Agreement, Assignment by including as the first three characters in the securitization field of such computer files the code “DRY” and including immediately thereafter the code “000-900” for each such Additional Account. (iid) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto to this Assignment intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a of Additional Trust Assets pursuant to this Assignment constitute an absolute sale, and not a secured borrowing. Nevertheless, this Assignment also shall constitute a security agreement under applicable law, and the RPA Seller Transferor hereby grants to the Purchaser Trust a first priority perfected security interest in all of its the Transferor’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under the ReceivablesAdditional Trust Assets, and all other property conveyed hereunder money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit and listed in this Section letter-of-credit rights consisting of, arising from or related to the Additional Trust Assets, and all proceeds of any of the foregoingthereof, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable Transferor’s obligations hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) [Initial] Receivables. In consideration of the payment by Issuing Entity’s delivery of the Purchaser Notes and the Certificates to, or upon the order of, the Depositor, the Depositor does hereby enter into this Agreement and the [related] Second Step [Initial] Receivables Assignment in the form attached as Exhibit B to this Agreement (the “Second Step [Initial] Receivables Assignment”) and agrees to fulfill all of its obligations hereunder and thereunder and to sell, transfer, assign and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuing Entity, without recourse recourse: (subject to the RPA Seller’s obligations hereunder), i) all of the right, title and interest of the RPA Seller Depositor in, to and under the following: (i) the [Initial] Receivables listed in on the Schedule of [Initial] Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or received thereon on and after the [Initial] Cutoff Date, [in respect thereof (including proceeds each case] exclusive of any amounts allocable to the repurchase of Receivables premium for physical damage collateral protection insurance required by the RPA Servicer or the Seller pursuant to Section 2.03(c)) on or after the Cutoff Datecovering any related Financed Vehicle; (ii) the interest of the Depositor in the security interests in the Financed VehiclesVehicles granted by Obligors pursuant to the [Initial] Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Depositor in any proceeds of from claims on any physical damage damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the interest of the Depositor in any proceeds of Dealer Recoursefrom recourse against Dealers on the [Initial] Receivables; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest of the Depositor in, to and under the ReceivablesPooling Agreement, the First Step Receivables Assignment[s], the Servicing Agreement and the Custodian Agreement, including the right of the Depositor to cause the Seller or Servicer to repurchase or purchase Receivables under certain circumstances; (vi) [the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance of such Additional Receivables as of each Distribution Date;] and (vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through [(v)][(vi)] above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property conveyed hereunder and listed which at any time constitute all or part of or are included in this Section and all the proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration The Seller does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the payment by Trust, for the Purchaser to the RPA Seller benefit of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerCertificateholders, without recourse (subject to recourse, as of the RPA Seller’s obligations hereunder)close of business on and after the Addition Date, all of the right, title and interest of the RPA Seller in, in and to and under the following: (i) the Receivables listed now existing and hereafter created in the Schedule Additional Accounts designated hereby, (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries relating to such Receivables delivered and (v) Interchange related to such Receivables and allocated to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller Trust pursuant to Section 2.03(c)2.5(k) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any Pooling and Servicing Agreement and all of the foregoingproceeds thereof. (b) In connection with such transfer, assignment, set-over and conveyance the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more a financing statements statement with respect to the Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Receivables) for the sale transfer of chattel paper (accounts, as defined in Section 9-102 106 of the UCC as in effect in the State of California) New York, meeting the requirements of applicable state law in such manner and such jurisdictions as is are necessary to perfect the sale assignment of the such Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)Trust, and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings filing (which may, for purposes of this SectionSection 3, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided filing) to the Purchaser in due course), as soon as is practicable after receipt by Trustee on or prior to the RPA Seller thereof. date of this Assignment. (c) In connection with the foregoing conveyancesuch transfer, the RPA Seller further agrees, at its own expense, on or prior to the Closing Addition Date (i) to annotate and indicate in its computer files files, by including in such computer file or microfiche list the codes described in Section 2 above with respect to the addition of Accounts, in sequence in the dependent number field, that the Receivables created in connection with the Additional Accounts designated hereby have been transferred to the Purchaser Trust pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by Assignment for the Principal Balance of each Receivable as benefit of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase PriceCertificateholders.

Conveyance of Receivables. (a) In consideration of the payment by Issuer's delivery of the Purchaser Securities to, or upon the order of, the Seller, the Seller does hereby enter into this Agreement and agree to fulfill all of its obligations hereunder and to sell, transfer, assign and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject recourse, pursuant to an assignment in the RPA Seller’s obligations hereunder)form attached hereto as Exhibit A, all of the right, title and interest of the RPA Seller in, to and under the followingunder: (ia) the Receivables listed in on the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof thereon (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)Liquidation Proceeds) and due thereunder on or and after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto which are financed by NFC; (c) the benefits of any lease assignments with respect to the Financed Vehicles; (iiid) any proceeds of from any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating Insurance Policies with respect to the Receivables or the ObligorsReceivables; (ive) any proceeds of from Dealer Recourse; (v) Liability with respect to the right to realize upon Receivables, proceeds from any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements NITC Purchase Obligations with respect to the Receivables now existing and hereafter created for (subject to the sale of chattel paper (as defined limitations set forth in Section 9-102 2.03) and proceeds from any Guaranties of Receivables; (f) the Purchase Agreement and the Custodian Agreement, including the right of the UCC as Seller to cause NFC to perform its obligations thereunder (including the obligation to repurchase Receivables under certain circumstances); and (g) any proceeds of the property described in effect in clauses (a), (b), (c) and (f) above. It is the State intention of California) meeting the requirements of applicable state law in such manner as is necessary to perfect Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables from the Seller to the Purchaser, Issuer and the proceeds thereof (beneficial interest in and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy title to the Indenture Trustee Purchased Property shall not be part of each such financing statement (the Seller's estate in the event of the filing of a bankruptcy petition by or continuation statement) or other evidence of such filings (which mayagainst the Seller under any bankruptcy law. Within two Business Days after the Closing Date, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings Seller shall cause to be provided deposited into the Collection Account all collections (from whatever source) on or with respect to the Purchaser in due course), as soon as is practicable after receipt Purchased Property received by the RPA Seller thereofpursuant to Section 5.07 of the Purchase Agreement. In connection with The Seller and the foregoing conveyanceServicer intend to treat such transfer and assignment as a sale for accounting and tax purposes. Notwithstanding the foregoing, in the RPA Seller further agreesevent a court of competent jurisdiction determines that such transfer and assignment did not constitute such a sale or that such beneficial interest is a part of the Seller's estate, at its own expense, on or prior to the Closing Date then (i) the Seller shall be deemed to annotate and indicate in its computer files that the Receivables have been transferred granted to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser Issuer a first priority perfected security interest in all of its right, the Seller's right title and interest in, to and under the Receivablesassets conveyed pursuant to this Agreement, and the Seller hereby grants such security interest and (ii) the assets conveyed pursuant to this Agreement shall be deemed to include all rights, powers and options (but none of the obligations, if any) of the Seller under any agreement or instrument included in the assets conveyed pursuant to this Agreement, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Receivables included in the assets conveyed pursuant to this Agreement and all other property monies payable under the Receivables conveyed hereunder pursuant to this Agreement, to give and listed receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in this Section and all proceeds of any the name of the foregoingSeller or otherwise and generally to do and receive anything that the Seller is or may be entitled to do or receive under or with respect to the assets conveyed pursuant to this Agreement. For purposes of such grant, and intends that this Agreement shall constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase PriceUCC.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser FSB does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of TRS, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables listed arising in the Schedule of Receivables delivered Aggregate Addition Accounts (including Related Accounts with respect to such Aggregate Addition Accounts), existing at the Indenture Trustee promptly after the Closing Addition Cut-Off Date and thereafter created (unless such Aggregate Addition Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies paid thereunder due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in respect the UCC) thereof (including proceeds collectively, the “Additional Purchased Assets”). As purchaser of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) Additional Purchased Assets, TRS shall have the right to realize upon pledge, assign, transfer, sell and exercise full control over all the Additional Purchased Assets, subject to the interests of any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by subsequent purchaser or on behalf assignee of the Issuer; and (vi) the proceeds of any and all of the foregoingAdditional Purchased Assets. (b) In connection with the foregoing conveyanceIf necessary, the RPA Seller agrees to FSB shall (i) record and file, at its own expense, one or more any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect perfect, and maintain perfection of, the sale of the Receivables Additional Purchased Assets to the PurchaserTRS, (ii) cause such financing statements and amendments to name FSB, as seller, and TRS, as purchaser, of the proceeds thereof Additional Purchased Assets and (and any continuation statements as are required by applicable state law), and iii) to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), TRS as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agreesfiling. (c) FSB shall, at its own expense, on or prior to the Closing Date (i) to annotate and Addition Date, indicate in its books and records (including its computer files files) that all Receivables created in connection with the Receivables Aggregate Addition Accounts and the related Additional Purchased Assets have been transferred sold to the Purchaser TRS pursuant to this Agreement, Supplemental Conveyance. (iid) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be of FSB’s right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from FSB to TRS. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA Seller intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that FSB shall be deemed to have granted, and FSB does hereby grants grant, to the Purchaser TRS a first priority perfected security interest in all of its FSB’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, FSB hereunder and under the Receivables Purchase PriceAgreement. (e) To the extent that FSB retains any interest in the Additional Purchased Assets, FSB hereby grants to the Trust and the Indenture Trustee a security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of FSB hereunder and under the Receivables Purchase Agreement. With respect to such security interest and such collateral, each of the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser Centurion does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of TRS, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables listed arising in the Schedule of Receivables delivered Aggregate Addition Accounts (including Related Accounts with respect to such Aggregate Addition Accounts), existing at the Indenture Trustee promptly after the Closing Addition Cut-Off Date and thereafter created (unless such Aggregate Addition Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies paid thereunder due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in respect the UCC) thereof (including proceeds collectively, the “Additional Purchased Assets”). As purchaser of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) Additional Purchased Assets, TRS shall have the right to realize upon pledge, assign, transfer, sell and exercise full control over all the Additional Purchased Assets, subject to the interests of any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by subsequent purchaser or on behalf assignee of the Issuer; and (vi) the proceeds of any and all of the foregoingAdditional Purchased Assets. (b) In connection with the foregoing conveyanceIf necessary, the RPA Seller agrees to Centurion shall (i) record and file, at its own expense, one or more any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect perfect, and maintain perfection of, the sale of the Receivables Additional Purchased Assets to the PurchaserTRS, (ii) cause such financing statements and amendments to name Centurion, as seller, and TRS, as purchaser, of the proceeds thereof Additional Purchased Assets and (and any continuation statements as are required by applicable state law), and iii) to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), TRS as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agreesfiling. (c) Centurion shall, at its own expense, on or prior to the Closing Date (i) to annotate and Addition Date, indicate in its books and records (including its computer files files) that all Receivables created in connection with the Receivables Aggregate Addition Accounts and the related Additional Purchased Assets have been transferred sold to the Purchaser TRS pursuant to this Agreement, Supplemental Conveyance. (iid) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be of Centurion’s right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Centurion to TRS. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA Seller intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that Centurion shall be deemed to have granted, and Centurion does hereby grants grant, to the Purchaser TRS a first priority perfected security interest in all of its Centurion’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, Centurion hereunder and under the Receivables Purchase PriceAgreement. (e) To the extent that Centurion retains any interest in the Additional Purchased Assets, Centurion hereby grants to the Trust and the Indenture Trustee a security interest in all of Centurion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of Centurion hereunder and under the Receivables Purchase Agreement. With respect to such security interest and such collateral, each of the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser Centurion does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of TRS, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables listed arising in the Schedule New Accounts (including Related Accounts with respect to such New Accounts), existing at the applicable Addition Cut-Off Date of Receivables delivered each New Account and thereafter created (unless such New Account has become a Removed Account), all Recoveries allocable to the Indenture Trustee promptly after the Closing Date such Receivables, all monies due or to become due and all monies paid thereunder amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in respect the UCC) thereof (including proceeds collectively, the “Additional Purchased Assets”). As purchaser of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) Additional Purchased Assets, TRS shall have the right to realize upon pledge, assign, transfer, sell and exercise full control over all the Additional Purchased Assets, subject to the interests of any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by subsequent purchaser or on behalf assignee of the Issuer; and (vi) the proceeds of any and all of the foregoingAdditional Purchased Assets. (b) In connection with the foregoing conveyanceIf necessary, the RPA Seller agrees to Centurion shall (i) record and file, at its own expense, one or more any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect perfect, and maintain perfection of, the sale of the Receivables Additional Purchased Assets TRS, (ii) cause such financing statements and amendments to the Purchasername Centurion, as seller, and TRS, as purchaser, of the proceeds thereof Additional Purchased Assets and (and any continuation statements as are required by applicable state law), and iii) to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), TRS as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agreesfiling. (c) Centurion shall, at its own expense, on or prior to the Closing Date (i) to annotate and Addition Date, indicate in its books and records (including its computer files files) that all Receivables created in connection with the Receivables New Accounts and the related Additional Purchased Assets have been transferred sold to the Purchaser TRS pursuant to this Agreement, Supplemental Conveyance. (iid) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be of Centurion’s right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Centurion to TRS. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA Seller intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that Centurion shall be deemed to have granted, and Centurion does hereby grants grant, to the Purchaser TRS a first priority perfected security interest in all of its Centurion’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, Centurion hereunder and under the Receivables Purchase PriceAgreement. (e) To the extent that Centurion retains any interest in the Additional Purchased Assets, Centurion hereby grants to the Trust and the Indenture Trustee a security interest in all of Centurion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of Centurion hereunder and under the Receivables Purchase Agreement. With respect to such security interest and such collateral, each of the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration of the payment by Issuer's delivery of the Purchaser Notes and the Certificates to and upon the order of the Seller, the Seller does hereby sell, transfer, assign, and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s 's obligations hereunder), herein): (i) all of the right, title title, and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly Receivables, which is incorporated by reference herein, all proceeds thereof and all amounts and monies received thereon on or after the Closing Cutoff Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c3.2 or the purchase of Receivables by the Servicer pursuant to Section 4.6 or 9.1)) on or after , together with the Cutoff Date; (ii) interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and in any repossessed Financed Vehicles; (iiiii) all right, title and interest of the Seller in any proceeds of any physical damage insurance policies covering the Financed Vehicles Liquidation Proceeds and in any proceeds of any extended warranties, theft and physical damage, guaranteed auto protection, credit life or credit disability insurance policies relating to the Receivables Financed Vehicles or the Obligors; (iviii) all right, title and interest of the Seller in any proceeds of from Dealer Recourse; (v) repurchase obligations relating to the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerReceivables; and (viiv) all proceeds (as defined in the proceeds of any and all Relevant UCC) of the foregoing. (b) . In connection with the foregoing conveyancesuch sale, the RPA Seller agrees to record and file, at its own expense, one or more financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of accounts and chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale and assignment of the Receivables to the Purchaser, Issuer. It is the intention of the Seller and the proceeds thereof Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables, conveying good title thereto free and clear of any continuation statements as are required by applicable state law)liens and encumbrances, and to deliver a file-stamped copy from the Seller to the Indenture Trustee of each such financing statement Issuer and (or continuation statementb) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as not be part of the Cutoff Date, which file or list shall be kept on file at Seller's estate in the offices event of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a salean insolvency. In the event that the such conveyance hereunder is not for any reason considered deemed to be a salepledge to secure a loan, the RPA Seller hereby grants to the Purchaser Issuer a first priority perfected security interest in all of its the Seller's right, title and interest in, to and under the Receivablesitems of property listed in clauses (i) through (iii) above, and all other property conveyed hereunder and listed in this Section and all proceeds of any (as defined in the Relevant UCC) of the foregoing, and intends that to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser FSB does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of TRS, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables listed arising in the Schedule New Accounts (including Related Accounts with respect to such New Accounts), existing at the applicable Addition Cut-Off Date of Receivables delivered each New Account and thereafter created (unless such New Account has become a Removed Account), all Recoveries allocable to the Indenture Trustee promptly after the Closing Date such Receivables, all monies due or to become due and all monies paid thereunder amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in respect the UCC) thereof (including proceeds collectively, the “Additional Purchased Assets”). As purchaser of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) Additional Purchased Assets, TRS shall have the right to realize upon pledge, assign, transfer, sell and exercise full control over all the Additional Purchased Assets, subject to the interests of any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by subsequent purchaser or on behalf assignee of the Issuer; and (vi) the proceeds of any and all of the foregoingAdditional Purchased Assets. (b) In connection with the foregoing conveyanceIf necessary, the RPA Seller agrees to FSB shall (i) record and file, at its own expense, one or more any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect perfect, and maintain perfection of, the sale of the Receivables Additional Purchased Assets TRS, (ii) cause such financing statements and amendments to the Purchasername FSB, as seller, and TRS, as purchaser, of the proceeds thereof Additional Purchased Assets and (and any continuation statements as are required by applicable state law), and iii) to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), TRS as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agreesfiling. (c) FSB shall, at its own expense, on or prior to the Closing Date (i) to annotate and Addition Date, indicate in its books and records (including its computer files files) that all Receivables created in connection with the Receivables New Accounts and the related Additional Purchased Assets have been transferred sold to the Purchaser TRS pursuant to this Agreement, Supplemental Conveyance. (iid) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be of FSB’s right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from FSB to TRS. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA Seller intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that FSB shall be deemed to have granted, and FSB does hereby grants grant, to the Purchaser TRS a first priority perfected security interest in all of its FSB’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, FSB hereunder and under the Receivables Purchase PriceAgreement. (e) To the extent that FSB retains any interest in the Additional Purchased Assets, FSB hereby grants to the Trust and the Indenture Trustee a security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of FSB hereunder and under the Receivables Purchase Agreement. With respect to such security interest and such collateral, each of the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration The Seller does hereby transfer, assign, set-over and otherwise convey to the Trustee, on behalf of the payment by Trust, for the Purchaser to the RPA Seller benefit of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerCertificateholders, without recourse (subject to on and after the RPA Seller’s obligations hereunder)Addition Date, all of the right, title and interest of the RPA Seller in, Transferor in and to and under the following: (i) the Receivables listed now existing and hereafter created in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; Additional Accounts designated hereby, (ii) the security interests in the Financed Vehicles; all monies due or to become due with respect thereto (including all Finance Charge Receivables), (iii) any all proceeds of any physical damage insurance policies covering the Financed Vehicles and in any such Receivables, (iv) Insurance proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; Receivables, (v) Recoveries allocable to the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable Trust and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all Interchange related to such Receivables pursuant to Subsection 2.5(k) of the foregoingPooling and Servicing Agreement. (b) In connection with the foregoing conveyancesuch transfer, the RPA Seller agrees to record and file, at its own expense, one or more a financing statements statement with respect to the Receivables now existing and hereafter created in the Automatic Additional Accounts designated hereby (which may be a single financing statement with respect to all such Receivables) for the sale transfer of chattel paper (accounts as defined in Section 9-102 106 of the UCC as in effect in the State of California) New York meeting the requirements of applicable state law in such manner and such jurisdictions as is are necessary to perfect the sale assignment of the such Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)Trust, and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings filing (which may, for purposes of this Section, Section 4. consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided filing) to the Purchaser in due course), as soon as is practicable after receipt by Trustee on or prior to the RPA Seller thereof. date of this Assignment. (c) In connection with the foregoing conveyancesuch transfer, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) date of this Assignment to annotate and indicate in its computer files by including in such computer file or microfiche list the code "____" with respect to the first addition of Accounts, "____" with respect to the second addition of Accounts, and so on in sequence, in the dependent number field that Receivables created in connection with the Receivables Additional Accounts designated hereby have been transferred to the Purchaser Trust pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by Assignment for the Principal Balance of each Receivable as benefit of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase PriceCertificateholders.

Conveyance of Receivables. (a) In consideration of HARC's delivery to or upon the payment by order of the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01Price, the RPA Seller does hereby sellssell, transferstransfer, assigns assign, set over and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases from the RPA SellerHARC, without recourse (subject to except as expressly provided in the RPA Seller’s obligations hereunderPurchase Agreement), all of the right, title and interest of the RPA Seller in, to in and under the followingto: (i) the Receivables each and every Receivable listed in the on Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date A hereto and all monies paid thereunder or payable thereon or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the related Cutoff DateDate (including amounts due on or before the related Cutoff Date but received by the Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds all rights of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life Seller against Dealers pursuant to Dealer Agreements or credit disability insurance policies relating Dealer Assignments related to the Receivables or the Obligorssuch Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer RecourseAgreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to realize upon receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that shall have secured a secures each related Receivable and have that has been repossessed acquired by or on behalf of the Issuer; andHARC pursuant to liquidation of such Receivable; (viix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any and or all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 including all proceeds of the UCC as in effect conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder), all of the right, title and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after [________] on the Closing Date at the address listed on Schedule A to the Sale and Servicing Agreement and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by Issuer's delivery to or upon the Purchaser order of the Seller on the Closing Date of the Securities, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s obligations hereunder), set forth herein) all of the right, title and interest of the RPA Seller Seller, whether now existing or hereafter arising, in, to and under the followingunder: (ia) the Initial Receivables listed in Schedule A hereto and all monies received thereunder (other than the Schedule of Receivables delivered to the Indenture Trustee promptly Additional Servicing Compensation) after the Closing Initial Cutoff Date and all monies paid thereunder or in Net Liquidation Proceeds and Recoveries received with respect thereof (including proceeds of the repurchase of to such Initial Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Initial Cutoff Date; (iib) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating granted by Obligors pursuant to the Initial Receivables or the Obligors; (iv) and any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf other interest of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunderFinanced Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the Non-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (c) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Initial Receivables or the Obligors thereunder; (d) all proceeds from recourse against Dealers with respect to the Initial Receivables; (e) all of the Seller's rights, title and interest in its rights and benefits, but none of its obligations or burdens under the Receivables Purchase Price.Agreement, including a direct right to cause CPS to purchase Initial Receivables from the Issuer and to indemnify the Issuer pursuant to the Receivables Purchase Agreement under the circumstances specified therein; (f) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Initial Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle under an Initial Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (g) the Receivable File related to each Initial Receivable; (h) all amounts and property from time to time held in or credited to the Collection Account, the Pre-Funding Account, the Capitalized Interest Account, the Lockbox Account and the Note Distribution Account;

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser FSB does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of RFC IV, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables listed arising in the Schedule Aggregate Addition Accounts (including Related Accounts and Transferred Accounts with respect to such Aggregate Addition Accounts), existing at the close of Receivables delivered to business on the Indenture Trustee promptly after the Closing Addition Cut-Off Date and thereafter created, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies paid thereunder due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in respect the UCC) thereof (including proceeds of collectively, the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c“Additional Purchased Assets”)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyancesuch sale and if necessary, the RPA Seller FSB agrees to record and file, at its own expense, one or more financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale of the Receivables Additional Purchased Assets to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)RFC IV, and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings filing to RFC IV. (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. c) In connection with the foregoing conveyancesuch sale, the RPA Seller FSB further agrees, at its own expense, on or prior to the Closing Date (i) date of this Supplemental Conveyance, to annotate and indicate in its the appropriate computer files that all Receivables created in connection with the Receivables Aggregate Addition Accounts and the related Additional Purchased Assets have been transferred conveyed to the Purchaser RFC IV pursuant to this Agreement, Supplemental Conveyance. (iid) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be of FSB’s right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from FSB to RFC IV. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan, including for accounting purposes. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA Seller intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that FSB shall be deemed to have granted, and FSB does hereby grants grant, to the Purchaser RFC IV a first priority perfected security interest in all of its FSB’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, FSB hereunder and under the Receivables Purchase PriceAgreement. (e) To the extent that FSB retains any interest in the Additional Purchased Assets, FSB hereby grants to the Trustee a security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of FSB hereunder and under the Receivables Purchase Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser The Seller does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to except as expressly provided in the RPA Seller’s obligations hereunderSale and Servicing Agreement), all of the right, title and interest of the RPA Seller in, to in and under the followingto: (ia) the Receivables each and every Receivable listed in the on Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date A and all monies paid thereunder or payable thereon or in respect thereof after the related Cut-off Date (including proceeds amounts due on or before the related Cut-off Date but received by HAFI (or any predecessor or Affiliate of the repurchase of Receivables by the RPA HAFI, as applicable) or Seller pursuant to Section 2.03(c)) on or after the Cutoff Datesuch date); (iib) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) all rights of the Seller against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (d) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (e) all rights of the Seller under any physical damage insurance policies Service Contracts on the related Financed Vehicles; (f) any proceeds and the right to receive proceeds with respect to such Receivables from claims on any Insurance Policy covering the related Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (ivg) all items contained in the Receivables Files with respect to such Receivables and any proceeds and all other documents that HAFI, any Affiliate of Dealer RecourseHAFI that is the seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the related Financed Vehicles or Obligors; (vh) all funds on deposit from time to time in the right to realize upon any Trust Accounts (including all investments and proceeds thereof); (i) all property (including the right to receive future Net Liquidation Proceeds) that shall have secured a secures each related Receivable and have that has been repossessed acquired by or on behalf of the Issuer; andSeller or the Trust pursuant to liquidation of such Receivable; (vij) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its Seller’s right, title and interest inin its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements, on or after the related Cut-off Date; (k) on the initial Transfer Date only, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (l) all present and under future claims, demands, causes and chooses in action in respect of any or all of the Receivables, foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property conveyed hereunder and listed which at any time constitute all or part of or are included in this Section and all the proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of HARC’s delivery to or upon the payment by order of the Purchaser to the RPA Seller of the Receivables Purchase Price as Price, Seller does hereby sell, transfer, assign, set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns over and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases from the RPA SellerHARC, without recourse (subject to except as expressly provided in the RPA Seller’s obligations hereunderPurchase Agreement), all of the right, title and interest of the RPA Seller in, to in and under the followingto: (i) the Receivables each and every Receivable listed in the on Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date A hereto and all monies paid thereunder or payable thereon or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff DateDate (including amounts due on or before the Cutoff Date but received by Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds all rights of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life Seller against Dealers pursuant to Dealer Agreements, or credit disability insurance policies relating Dealer Assignments related to the Receivables or the Obligorssuch Receivables; (iv) any proceeds of and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Recoursepursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to realize upon receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that shall have secured a secures each related Receivable and have that has been repossessed acquired by or on behalf of the Issuer; andHARC pursuant to liquidation of such Receivable; (viix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any and or all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 including all proceeds of the UCC as in effect conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by Issuer's delivery of the Purchaser Notes, the Certificates and the Class R Certificate to and upon the order of the Seller, the Seller does hereby sell, transfer, assign, and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s 's obligations hereunder), herein): (i) all of the right, title title, and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly Receivables, which is incorporated by reference herein, all proceeds thereof and all amounts and monies received thereon on or after the Closing Cutoff Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c3.2 or the purchase of Receivables by the Servicer pursuant to Section 4.6 or 9.1)) on or after , together with the Cutoff Date; (ii) interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and in any repossessed Financed Vehicles; (iiiii) all right, title and interest of the Seller in any proceeds of any physical damage insurance policies covering the Financed Vehicles Liquidation Proceeds and in any proceeds of any extended warranties, theft and physical damage, guaranteed auto protection, credit life or credit disability insurance policies relating to the Receivables Financed Vehicles or the Obligors; (iviii) all right, title and interest of the Seller in any proceeds of from Dealer Recourse; (v) repurchase obligations relating to the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerReceivables; and (viiv) all proceeds (as defined in the proceeds of any and all Relevant UCC) of the foregoing. (b) . In connection with the foregoing conveyancesuch sale, the RPA Seller agrees to record and file, at its own expense, one or more financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of accounts and chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale and assignment of the Receivables to the Purchaser, Issuer. It is the intention of the Seller and the proceeds thereof Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables, conveying good title thereto free and clear of any continuation statements as are required by applicable state law)liens and encumbrances, and to deliver a file-stamped copy from the Seller to the Indenture Trustee of each such financing statement Issuer and (or continuation statementb) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as not be part of the Cutoff Date, which file or list shall be kept on file at Seller's estate in the offices event of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a salean insolvency. In the event that the such conveyance hereunder is not for any reason considered deemed to be a salepledge to secure a loan, the RPA Seller hereby grants to the Purchaser Issuer a first priority perfected security interest in all of its the Seller's right, title and interest in, to and under the Receivablesitems of property listed in clauses (i) through (iii) above, and all other property conveyed hereunder and listed in this Section and all proceeds of any (as defined in the Relevant UCC) of the foregoing, and intends that to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by Issuer’s delivery to or upon the Purchaser order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the other amounts to be distributed from time to time to the RPA Seller in accordance with the terms of the Receivables Purchase Price as set forth in Section 3.01this Agreement, the RPA Seller does hereby sellssell, transferstransfer, assigns assign, set over and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s obligations hereunderset forth herein), all of the right, title and interest of the RPA Seller in, to in and under the followingto: (ia) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and have been repossessed by or on behalf any proceeds from the liquidation of the Issuer; andReceivables; (vid) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) the proceeds of any and all of the foregoing.; (i) all of the Seller’s (a) Accounts, (b) In connection with Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the foregoing conveyance, UCC) relating to the RPA Seller agrees to record property described in (a) through (h); and (j) all proceeds and file, at its own expense, one or more financing statements investments with respect to items (a) through (i). It is the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 intention of the UCC as in effect in Seller that the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Purchaser, Issuer and the proceeds thereof (beneficial interest in and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy title to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with Receivables and the file stamped copy of each such filings to Other Conveyed Property shall not be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as part of the Cutoff Date, which file or list shall be kept on file at Seller’s estate in the offices event of the Servicer and (iii) to deliver filing of a bankruptcy petition by or against the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a saleSeller under any bankruptcy law. In the event that that, notwithstanding the conveyance hereunder intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not for any reason considered to be a sale, the RPA Seller hereby grants to the Purchaser this Agreement shall constitute a first priority perfected grant of a security interest in all of its right, title and interest in, the property referred to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any for the benefit of the foregoing, Noteholders and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase PriceInsurer.

Conveyance of Receivables. (a) In consideration of the payment by Trustee's delivery to or upon the Purchaser order of the Depositor of Class A Certificates with a Certificate Balance equal to the RPA Seller Original Pool Balance, Class I Certificates representing in the aggregate the Original Notional Principal Amount and the Class IC Certificate the Depositor does hereby sell, transfer, assign, and otherwise convey to the Trustee, in trust for the benefit of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, Certificateholders and the Purchaser hereby purchases from the RPA SellerInsurer, without recourse (subject to the RPA Seller’s obligations hereunder), herein): (i) all of the right, title title, and interest of the RPA Seller in, Depositor in and to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff DateA hereto; (ii) the security interests in the Financed VehiclesVehicles granted by Obligors pursuant to the Receivables; (iii) any Liquidation Proceeds and any proceeds from claims or refunds of premiums on any physical damage damage, lender's single interest, credit life, disability and hospitalization insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recoursefunds deposited in the Certificate Account; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf interest of the Issuer; andDepositor in any proceeds from recourse to Dealers relating to the Receivables; (vi) all documents contained in the proceeds of any Receivable Files; (vii) all monies paid and all of monies due, including Accrued Interest, after the foregoing. (b) In connection with the foregoing conveyanceCutoff Date, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt held by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on Servicer or Depositor (but excluding Accrued Interest paid prior to the Closing Date Date); (viii) the rights of the Depositor pursuant to the Purchase Agreement to require UAC to repurchase any Receivables as to which there has been a breach of the representations and warranties contained therein; (ix) the benefits of the Policy; and (x) all proceeds of the foregoing. The Depositor does hereby further assign, convey, pledge and grant a security interest in (i) the funds on deposit from time to annotate and indicate time in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, Spread Account; (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by Eligible Investments purchased with funds deposited in the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and Spread Account; (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in and all of its other right, title and interest, including any beneficial interest inthe Depositor may have in the Certificate Account, to the Spread Account and under the Receivablesfunds deposited therein, and all other property conveyed hereunder and listed in this Section and all (iv) any proceeds of any of the foregoing, to the Trustee and intends that this Agreement constitute a security agreement under applicable law. Such grant is made for the benefit of the Certificateholders to secure the payment of all amounts payable hereunder, including, without limitation, to Certificateholders as provided under this Agreement. The Depositor does not convey to the Receivables Purchase PriceTrustee any interest in any contracts with Dealers related to any "dealer reserve" or any rights to the recapture of any dealer reserve.

Conveyance of Receivables. (a) In consideration of the payment by Issuer’s delivery to or upon the Purchaser order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the other amounts to be distributed from time to time to the RPA Seller in accordance with the terms of the Receivables Purchase Price as set forth in Section 3.01this Agreement, the RPA Seller does hereby sellssell, transferstransfer, assigns assign, set over and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s obligations hereunderset forth herein), all of the right, title and interest of the RPA Seller in, to in and under the followingto: (ia) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and hereafter created for any proceeds from the sale of chattel paper (as defined in Section 9-102 liquidation of the UCC Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as in effect a result of a breach of representation or warranty in the State of Californiarelated Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e) meeting all rights under any Service Contracts on the requirements of applicable state law in such manner as is necessary to perfect related Financed Vehicles; (f) the sale related Receivable Files; (g) all of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its Seller’s right, title and interest inin its rights and benefits, to and but none of its obligations or burdens, under the ReceivablesPurchase Agreement, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all other of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property conveyed hereunder described in (a) through (g); and (i) all proceeds and listed investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest by the Seller to the Issuer in the property referred to in this Section and all proceeds of any for the benefit of the foregoingNoteholders and the Insurer, whether now owned or existing or hereafter acquired or arising, and intends that this Agreement shall constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser The Seller does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of TRS, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables listed arising in the Schedule of Receivables delivered Aggregate Addition Accounts (including Related Accounts with respect to such Aggregate Addition Accounts), existing at the Indenture Trustee promptly after the Closing Addition Cut-Off Date and thereafter created (unless such Aggregate Addition Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies paid thereunder due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in respect the UCC) thereof (including proceeds collectively, the “Additional Purchased Assets”). As purchaser of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) Additional Purchased Assets, TRS shall have the right to realize upon pledge, assign, transfer, sell and exercise full control over all the Additional Purchased Assets, subject to the interests of any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by subsequent purchaser or on behalf assignee of the Issuer; and (vi) the proceeds of any and all of the foregoingAdditional Purchased Assets. (b) In connection with the foregoing conveyanceIf necessary, the RPA Seller agrees to shall (i) record and file, at its own expense, one or more any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect perfect, and maintain perfection of, the sale of the Receivables Additional Purchased Assets to TRS, (ii) cause such financing statements and amendments to name the PurchaserSeller, as seller, and TRS, as purchaser, of the proceeds thereof Additional Purchased Assets and (and any continuation statements as are required by applicable state law), and iii) to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), TRS as soon as is practicable after receipt by the RPA filing. (c) The Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agreesshall, at its own expense, on or prior to the Closing Date (i) to annotate and Addition Date, indicate in its books and records (including its computer files files) that all Receivables created in connection with the Receivables Aggregate Addition Accounts and the related Additional Purchased Assets have been transferred sold to the Purchaser TRS pursuant to this Agreement, Supplemental Conveyance. (iid) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be of the Seller’s right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Seller to TRS. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted, and the Seller does hereby grants grant, to the Purchaser TRS a first priority perfected security interest in all of its the Seller’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, the Seller hereunder and under the Receivables Purchase PriceAgreement. (e) To the extent that the Seller retains any interest in the Additional Purchased Assets, the Seller hereby grants to the Trust and the Indenture Trustee a security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of the Seller hereunder and under the Receivables Purchase Agreement. With respect to such security interest and such collateral, each of the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser Subject to the RPA terms and conditions of this Agreement, on the Closing Date the Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys agrees to sell to the Purchaser, and the Purchaser hereby purchases agrees to purchase from the RPA Seller, without recourse (subject to the RPA Seller’s 's obligations hereunder), ): (i) all of the right, title and interest of the RPA Seller in, in and to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed VehiclesVehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any proceeds of Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerTrustee; and (vi) the all proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more a financing statements statement with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 necessary to provide third parties with notice of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary conveyance hereunder and to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings filing with the file stamped copy of each such filings filing to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, all filings described in the foregoing paragraph shall give the Purchaser a first priority perfected security interest in, to and under the Receivables, other property conveyed hereunder and all proceeds of any of the foregoing and that this Agreement constitute a security agreement under applicable law. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create deliver to the Purchaser a Schedule of Receivables computer file or printed or microfiche list containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices marked as Schedule A to this Agreement and is hereby incorporated into and made a part of the Servicer this Agreement and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) [Initial] Receivables. In consideration of the payment by Issuing Entity’s delivery of the Purchaser Notes and the Certificates to, or upon the order of, the Depositor, the Depositor does hereby enter into this Agreement and the [related] Second Step [Initial] Receivables Assignment in the form attached as Exhibit B to this Agreement (the “Second Step [Initial] Receivables Assignment”) and agrees to fulfill all of its obligations hereunder and thereunder and to sell, transfer, assign and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuing Entity, without recourse recourse: (subject to the RPA Seller’s obligations hereunder), i) all of the right, title and interest of the RPA Seller Depositor in, to and under the following: (i) the [Initial] Receivables listed in on the Schedule of [Initial] Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds received thereon on and after the [Initial] Cutoff Date, exclusive of any amounts allocable to the repurchase of Receivables premium for physical damage collateral protection insurance required by the RPA Servicer or the Seller pursuant to Section 2.03(c)) on or after the Cutoff Datecovering any related Financed Vehicle; (ii) the interest of the Depositor in the security interests in the Financed VehiclesVehicles granted by Obligors pursuant to the [Initial] Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Depositor in any proceeds of from claims on any physical damage damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the interest of the Depositor in any proceeds of Dealer Recoursefrom recourse against Dealers on the [Initial] Receivables; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest of the Depositor in, to and under the ReceivablesPooling and Servicing Agreement, the First Step Receivables Assignment[s] and the Custodian Agreement, including the right of the Depositor to cause the Seller or the Servicer to repurchase or purchase Receivables under certain circumstances; (vi) [the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance of such Additional Receivables as of each Distribution Date;] and (vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through [(v)][(vi)] above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property conveyed hereunder and listed which at any time constitute all or part of or are included in this Section and all the proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of Issuer's payment of $377,837,916.25 and the payment by issuance of $22,080,879 principal amount of Certificates at the Purchaser to the RPA Seller direction of the Receivables Purchase Price as Compass Auto, which direction Company hereby acknowledges and agrees to, Company does hereby sell, transfer, assign, set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns over and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (recourse, subject to the RPA Seller’s obligations hereunder)herein (collectively, the "Trust Property") all of the Company's right, title and interest of the RPA Seller in, to in and under the followingto: (a) the Receivables, and (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant received thereon and allocable to Section 2.03(c)) principal on or and after the Cutoff DateDate and (ii) all monies received thereon and allocable to interest on and after the July 1, 1998; (iib) the security interests in the Financed VehiclesVehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iiic) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors; (ivd) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements recourse against Dealers with respect to the Receivables now existing and hereafter created for under the sale of chattel paper Dealer Agreements; (as defined in Section 9-102 of the UCC as in effect e) all funds on deposit from time to time in the State Certificate Distribution Account and the Trust Accounts, and in all investments and proceeds thereof (but excluding all investment income thereon); (f) the Second Tier Purchase Agreement, including the right of California) meeting the requirements of applicable state law in such manner as is necessary Company to perfect the sale of the cause Compass Auto to repurchase Receivables to the Purchaserthereunder, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the First Tier Receivables have been transferred to the Purchaser pursuant to this Purchase Agreement, including the right of Compass Auto to cause a Seller to repurchase Receivables thereunder; and (iig) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing. The sale, transfer, assignment, setting over and intends that this Agreement conveyance made hereunder shall not constitute a security agreement under applicable law. Such grant and is made not intended to secure result in an assumption by Issuer of any obligation of either Seller to the payment of all amounts payable hereunder, including, without limitationObligors, the Dealers or any other Person in connection with the Receivables Purchase Priceand the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Conveyance of Receivables. (aA) In consideration The Bank does hereby transfer, assign, set-over and otherwise convey to the Trust for the benefit of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerCertificateholders, without recourse (subject to on and after the RPA Seller’s obligations hereunder)Addition Date, all of the right, title and interest of the RPA Seller in, to Bank in and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for in the sale Additional Accounts designated hereby, all monies due or to become due with respect thereto (including all Finance Charge Receivables) and all proceeds of chattel paper such Receivables. (as defined B) In connection with such transfers, the Bank has executed, recorded and filed on _______________ __, 2002 in Section 9-102 the office of the UCC as in effect in Secretary of State of the State of California) Delaware a financing statement naming "First USA Bank, National Association" as debtor and "The Bank of New York (Delaware), as trustee of First USA Credit Card Master Trust" as secured party, acknowledgment number __________, identifying as collateral all Receivables now existing and hereafter created in any Accounts, which financing statement covers the Receivables now existing and hereafter created in the Additional Accounts listed on Schedule 1 hereto, meeting the requirements of applicable state Delaware law in and such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver filing has not been amended or terminated. The Bank has delivered a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided UCC-1 financing statement to the Purchaser in due course), as soon as is practicable after receipt by Trustee prior to the RPA Seller thereof. date of this Assignment. (C) In connection with the foregoing conveyancesuch transfers, the RPA Seller Bank further agrees, at its own expense, on or prior to the Closing Date (i) date of this Assignment, to annotate and indicate in its computer files that Receivables created in connection with the Receivables Additional Accounts designated hereby have been transferred to the Purchaser Trust pursuant to this Agreement, Assignment for the benefit of the Certificateholders. (iiD) to create a Schedule It is the intention of the parties hereto that all transfers of Receivables containing a true to the Trust pursuant to this Assignment be subject to, and complete list be treated in accordance with, the Delaware Act and each of all such Receivables, identified by account number and the parties hereto agrees that this Assignment has been entered into by the Principal Balance parties hereto in express reliance upon the Delaware Act. For purposes of each Receivable as complying with the requirements of the Cutoff DateDelaware Act, which file each of the parties hereto hereby agrees that any property, assets or list rights purported to be transferred, in whole or in part, by the Bank pursuant to this Assignment shall be kept on file at deemed to no longer by the offices property, assets or rights of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the PurchaserBank. The parties hereto intend acknowledge and agree that each such transfer is occurring in connections with a "securitization transaction" within the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any meaning of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase PriceDelaware Act.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser Centurion does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of RFC III, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables listed arising in the Schedule Aggregate Addition Accounts (including Related Accounts and Transferred Accounts with respect to such Aggregate Addition Accounts), existing at the close of Receivables delivered to business on the Indenture Trustee promptly after the Closing Addition Cut-Off Date and thereafter created, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies paid thereunder due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including "proceeds" as defined in respect the UCC) thereof (including proceeds of collectively, the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c"Additional Purchased Assets")) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyancesuch sale and if necessary, the RPA Seller Centurion agrees to record and file, at its own expense, one or more financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale of the Receivables Additional Purchased Assets to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)RFC III, and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings filing to RFC III. (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. c) In connection with the foregoing conveyancesuch sale, the RPA Seller Centurion further agrees, at its own expense, on or prior to the Closing Date (i) date of this Supplemental Conveyance, to annotate and indicate in its the appropriate computer files that all Receivables created in connection with the Receivables Aggregate Addition Accounts and the related Additional Purchased Assets have been transferred conveyed to the Purchaser RFC III pursuant to this Agreement, Supplemental Conveyance. (iid) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be of Centurion's right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Centurion to RFC III. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan, including for accounting purposes. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA Seller intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that Centurion shall be deemed to have granted, and Centurion does hereby grants grant, to the Purchaser RFC III a first priority perfected security interest in all of its Centurion's right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, Centurion hereunder and under the Receivables Purchase PriceAgreement. (e) To the extent that Centurion retains any interest in the Additional Purchased Assets, Centurion hereby grants to the Trustee a security interest in all of Centurion's right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of Centurion hereunder, under the Receivables Purchase Agreement and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser Centurion does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of RFC III, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables listed arising in the Schedule Aggregate Addition Accounts (including Related Accounts and Transferred Accounts with respect to such Aggregate Addition Accounts), existing at the close of Receivables delivered to business on the Indenture Trustee promptly after the Closing Addition Cut-Off Date and thereafter created, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies paid thereunder due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in respect the UCC) thereof (including proceeds of collectively, the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c“Additional Purchased Assets”)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyancesuch sale and if necessary, the RPA Seller Centurion agrees to record and file, at its own expense, one or more financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale of the Receivables Additional Purchased Assets to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)RFC III, and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings filing to RFC III. (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. c) In connection with the foregoing conveyancesuch sale, the RPA Seller Centurion further agrees, at its own expense, on or prior to the Closing Date (i) date of this Supplemental Conveyance, to annotate and indicate in its the appropriate computer files that all Receivables created in connection with the Receivables Aggregate Addition Accounts and the related Additional Purchased Assets have been transferred conveyed to the Purchaser RFC III pursuant to this Agreement, Supplemental Conveyance. (iid) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be of Centurion’s right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Centurion to RFC III. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan, including for accounting purposes. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA Seller intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that Centurion shall be deemed to have granted, and Centurion does hereby grants grant, to the Purchaser RFC III a first priority perfected security interest in all of its Centurion’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, Centurion hereunder and under the Receivables Purchase PriceAgreement. (e) To the extent that Centurion retains any interest in the Additional Purchased Assets, Centurion hereby grants to the Trustee a security interest in all of Centurion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of Centurion hereunder, under the Receivables Purchase Agreement and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration of the payment by Issuer's delivery of the Purchaser Notes and the Certificates to and upon the order of the Seller, the Seller does hereby sell, transfer, assign, and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s 's obligations hereunder), herein): (i) all of the right, title title, and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly A hereto, all proceeds thereof and all amounts and monies received thereon on or after the Closing Cutoff Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c3.2 or the purchase of Receivables by the Servicer pursuant to Section 4.6 or 9.1)) on or after , together with the Cutoff Date; (ii) interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and in any repossessed Financed Vehicles; (iiiii) all right, title and interest of the Seller in any proceeds of any physical damage insurance policies covering the Financed Vehicles Liquidation Proceeds and in any proceeds of any extended warranties, theft and physical damage, credit life or credit disability insurance policies relating to the Receivables Financed Vehicles or the Obligors; (iviii) all right, title and interest of the Seller in any proceeds of from Dealer Recourse; (v) repurchase obligations relating to the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerReceivables; and (viiv) all proceeds (as defined in the proceeds of any and all Relevant UCC) of the foregoing. (b) . In connection with the foregoing conveyancesuch sale, the RPA Seller agrees to record and file, at its own expense, one or more financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of accounts and chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale and assignment of the Receivables to the Purchaser, Issuer. It is the intention of the Seller and the proceeds thereof (Issuer that the assignment and transfer herein contemplated constitute a sale of the Receivables, conveying good title thereto free and clear of any continuation statements as are required by applicable state law)liens and encumbrances, and to deliver a file-stamped copy from the Seller to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate Issuer and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as not be part of the Cutoff Date, which file or list shall be kept on file at Seller's estate in the offices event of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a salean insolvency. In the event that the such conveyance hereunder is not for any reason considered deemed to be a salepledge to secure a loan, the RPA Seller hereby grants to the Purchaser Issuer a first priority perfected security interest in all of its the Seller's right, title and interest in, to and under the Receivablesitems of property listed in clauses (i) through (iii) above, and all other property conveyed hereunder and listed in this Section and all proceeds of any (as defined in the Relevant UCC) of the foregoing, and intends that to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser Capital One does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of Funding, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables listed arising in the Schedule Additional Accounts, existing at the close of Receivables delivered to business on the Indenture Trustee promptly after the Closing Additional Cut-Off Date and thereafter created, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies paid thereunder due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, "proceeds" as defined in respect the UCC) thereof (including proceeds of collectively, the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c"Additional Purchased Assets")) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyancesuch sale and if necessary, the RPA Seller Capital One agrees to record and file, at its own expense, one or more financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale of the Receivables Additional Purchased Assets to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)Funding, and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings filing to Funding. (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. c) In connection with the foregoing conveyancesuch sale, the RPA Seller Capital One further agrees, at its own expense, on or prior to the Closing Date (i) date of this Supplemental Conveyance, to annotate and indicate in its the appropriate computer files that all Receivables created in connection with the Receivables Additional Accounts and the related Additional Purchased Assets have been transferred conveyed to the Purchaser Funding pursuant to this Agreement, Supplemental Conveyance. (iid) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be of Capital One's right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan, including for accounting purposes. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA Seller intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grants grant, to the Purchaser Funding a first priority perfected security interest in all of its Capital One's right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, Capital One hereunder and under the Receivables Purchase PriceAgreement. (e) To the extent that Capital One retains any interest in the Additional Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One's right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder, under the Receivables Purchase Agreement and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser Subject to the RPA terms and conditions of this Agreement, on the Closing Date [or any Additional Closing Date] the Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys agrees to sell to the Purchaser, and the Purchaser hereby purchases agrees to purchase from the RPA Seller, without recourse (subject to the RPA Seller’s 's obligations hereunder), ): (i) all of the right, title and interest of the RPA Seller in, in and to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed VehiclesVehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any proceeds of Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of in accordance with the Issuerterms thereof; and (vi) the all proceeds of any and all of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables from the Seller to the Purchaser and the beneficial interest in and title to the Receivables shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Receivables pursuant to this Agreement and to perfect such sale under the UCC. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and filefile in California, at its own expense, one or more a financing statements statement with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 necessary to provide third parties with notice of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary conveyance hereunder and to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings filing with the file stamped copy of each such filings filing to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create deliver to the Purchaser a Schedule of Receivables computer file or printed or microfiche list containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices marked as Schedule A to this Agreement and is hereby incorporated into and made a part of the Servicer this Agreement and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by Issuer’s delivery of the Purchaser Notes, the Certificates and the Class R Certificate to and upon the order of the Seller, the Seller does hereby sell, transfer, assign, and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s obligations hereunder), herein): (i) all of the right, title title, and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly Receivables, which is incorporated by reference herein, all proceeds thereof and all amounts and monies received thereon on or after the Closing Cutoff Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c3.2 or the purchase of Receivables by the Servicer pursuant to Section 4.6 or 9.1)) on or after , together with the Cutoff Date; (ii) interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and in any repossessed Financed Vehicles; (iiiii) all right, title and interest of the Seller in any proceeds of any physical damage insurance policies covering the Financed Vehicles Liquidation Proceeds and in any proceeds of any extended warranties, theft and physical damage, guaranteed auto protection, credit life or credit disability insurance policies relating to the Receivables Financed Vehicles or the Obligors; (iviii) all right, title and interest of the Seller in any proceeds of from Dealer Recourse; (v) repurchase obligations relating to the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerReceivables; and (viiv) all proceeds (as defined in the proceeds of any and all Relevant UCC) of the foregoing. (b) . In connection with the foregoing conveyancesuch sale, the RPA Seller agrees to record and file, at its own expense, one or more financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of accounts and chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale and assignment of the Receivables to the Purchaser, Issuer. It is the intention of the Seller and the proceeds thereof Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables, conveying good title thereto free and clear of any continuation statements as are required by applicable state law)liens and encumbrances, and to deliver a file-stamped copy from the Seller to the Indenture Trustee of each such financing statement Issuer and (or continuation statementb) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as not be part of the Cutoff Date, which file or list shall be kept on file at Seller’s estate in the offices event of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a salean insolvency. In the event that the such conveyance hereunder is not for any reason considered deemed to be a salepledge to secure a loan, the RPA Seller hereby grants to the Purchaser Issuer a first priority perfected security interest in all of its the Seller’s right, title and interest in, to and under the Receivables, and all other items of property conveyed hereunder and listed in this Section and all proceeds of any of clauses (i) through (iv) above to secure the foregoingloan deemed to be made in connection with such pledge and, and intends that in such event, this Agreement shall constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration The Seller does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the payment by Trust, for the Purchaser to the RPA Seller benefit of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerCertificateholders, without recourse (subject to on and after the RPA Seller’s obligations hereunder)Addition Date, all of the right, title and interest of the RPA Seller in, in and to and under the following: (i) the Receivables listed now existing and hereafter created in the Schedule Additional Accounts designated hereby, (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries relating to such Receivables delivered and (v) Interchange related to such Receivables and allocated to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller Trust pursuant to Section 2.03(c)2.5(k) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any Pooling and Servicing Agreement and all of the foregoingproceeds thereof. (b) In connection with such transfer, assignment, set-over and conveyance the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more a financing statements statement with respect to the Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Receivables) for the sale transfer of chattel paper (accounts, as defined in Section 9-102 106 of the UCC as in effect in the State of California) New York, meeting the requirements of applicable state law in such manner and such jurisdictions as is are necessary to perfect the sale assignment of the such Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)Trust, and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings filing (which may, for purposes of this SectionSection 3, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided filing) to the Purchaser in due course), as soon as is practicable after receipt by Trustee on or prior to the RPA Seller thereof. date of this Assignment. (c) In connection with the foregoing conveyancesuch transfer, the RPA Seller further agrees, at its own expense, on or prior to the Closing Addition Date (i) to annotate and indicate in its computer files files, by including in such computer file or microfiche list the codes described in Section 2 above with respect to the addition of Accounts, in sequence in the dependent number field, that the Receivables created in connection with the Additional Accounts designated hereby have been transferred to the Purchaser Trust pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by Assignment for the Principal Balance of each Receivable as benefit of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase PriceCertificateholders.

Conveyance of Receivables. (a) In consideration By execution of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01this Agreement, the RPA Seller does hereby sellssell, transferstransfer, assigns assign, set over and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Sellerconvey, without recourse (subject except as expressly provided herein), to the RPA Seller’s obligations hereunder)Trust on the Effective Date, in the case of the Existing Accounts, and on the applicable Addition Date, in the case of Additional Accounts, (i) all of the its right, title and interest of the RPA Seller in, to and under the following: (i) Receivables in each Account and all Collateral Security with respect thereto owned by the Receivables listed Seller at the close of business on the Initial Cut-Off Date, in the Schedule case of Receivables delivered to the Indenture Trustee promptly after Existing Accounts, and on the Closing Date applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies paid thereunder due or in to become due and all amounts received with respect thereof thereto and all proceeds (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)Recoveries) on or after the Cutoff Date; thereof and (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoingSeller's rights, remedies, powers and privileges with respect to such Receivables under the Receivables Purchase Agreement (collectively, the "Purchased Assets"). For the avoidance of doubt, the parties hereto acknowledge and agree that the Receivables and related Collateral Security sold and assigned by the Seller on the Effective Date pursuant to this Section 2.01(a) include all the Receivables and related Collateral Security originally sold and assigned by DCWR to the CARCO Trust on or prior to the Effective Date pursuant to the Pooling and Servicing Agreement, other than any such receivables and related collateral security that have been repurchased in accordance with the Pooling and Servicing Agreement, and the CARCO Trust has sold, transferred, assigned, set over and otherwise conveyed such Receivables and Collateral Security to the Trust on the Effective Date. (b) As of each Business Day prior to the earlier of (i) the occurrence of an Insolvency Event with respect to the Seller, the Servicer, DCS or DaimlerChrysler and (ii) the Trust Termination Date, on which Receivables are created in the Accounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Trust, all of its right, title and interest in, to and under the Receivables in each Account (other than any Receivables created in any Designated Account from and after the applicable Removal Commencement Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Trust, all monies due or to become due and all amounts received with respect thereto and all proceeds (including Recoveries) thereof. Such property, together with the Collateral Security with respect thereto, shall collectively constitute part of the Collateral of the Trust that will be pledged by the Trust to the Trustee pursuant to the Indenture. (c) The foregoing sale, transfer, assignment, set-over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Trust, the Owner Trustee, the Trustee, any Agent, any Noteholder or any Enhancement Provider of any obligation of the Servicer, DCS, the Seller, DaimlerChrysler or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers. (d) In connection with the foregoing conveyancesuch sales, the RPA Seller agrees to record and file, at its own expense, one or more a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of "tangible chattel paper paper", "accounts" or "payment intangibles" (each as defined in Section 9-102 of the UCC as in effect in the State of Californiarelevant jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale and assignment of the Receivables and the Collateral Security to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)Trust, and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) statements or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided filing to the Purchaser Trustee on or prior to the Effective Date, in due course)the case of the Existing Accounts, as soon as and (if any additional filing is practicable after receipt by so necessary) the RPA Seller thereofapplicable Addition Date, in the case of Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such sales. (e) In connection with the foregoing conveyancesuch sales, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date Effective Date, in the case of the Existing Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Commencement Date, in the case of Removed Accounts, (ix) to annotate and indicate in its computer files and to cause DCS to indicate in its computer files as required by the Receivables Purchase Agreement, that the Receivables created in connection with the Accounts (other than Removed Accounts) have been transferred sold, and the Collateral Security assigned, to the Purchaser Seller in accordance with the Receivables Purchase Agreement, and sold to the Trust pursuant to this Agreement, and pledged by the Trust to the Trustee for the benefit of the Noteholders and the other Secured Parties pursuant to the Indenture and (iiy) to create deliver to the Trust and the Trustee (or cause DCS to do so) a Schedule of Receivables computer file or microfiche or written list containing a true and complete list of all such ReceivablesAccounts (other than Removed Accounts) specifying for each such Account, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Initial Cut-Off Date, which file or list shall be kept on file at in the offices case of the Servicer Existing Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, (i) its account number, (ii) the aggregate amount of Receivables outstanding in such Account and (iii) the aggregate amount of Principal Receivables in such Account. Such file, microfiche or list, as amended and/or supplemented from time to deliver time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement and the Receivable Files Indenture. The Trustee shall be under no obligation whatsoever to verify the accuracy or upon the order completeness of the Purchaser. information contained in Schedule 1 from time to time. (f) The parties hereto intend that the conveyance hereunder transfers of Purchased Assets effected by this Agreement be sales. Nevertheless, if such transfers are deemed to be transfers for security, then this Agreement also shall be deemed to be and hereby is a sale. In security agreement within the event that meaning of the UCC, and the conveyance hereunder by the Seller provided for in this Agreement shall also be deemed to be and hereby is not for any reason considered a sale, grant by the RPA Seller hereby grants to the Purchaser Trust of a first priority perfected security interest in all of its the Seller's right, title and interest interest, whether now owned or hereafter acquired, in, to and under such Purchased Assets. For tax purposes, the Receivables, and parties hereto intend that all other property conveyed hereunder and listed in this Section and all proceeds transfers of any of the foregoing, and intends that Purchased Assets under this Agreement constitute transfers of such Purchased Assets as security for a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Priceloan.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser FSB does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of RFC IV, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables listed arising in the Schedule Aggregate Addition Accounts (including Related Accounts and Transferred Accounts with respect to such Aggregate Addition Accounts), existing at the close of Receivables delivered to business on the Indenture Trustee promptly after the Closing Addition Cut-Off Date and thereafter created, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies paid thereunder due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including "proceeds" as defined in respect the UCC) thereof (including proceeds of collectively, the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c"Additional Purchased Assets")) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyancesuch sale and if necessary, the RPA Seller FSB agrees to record and file, at its own expense, one or more financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale of the Receivables Additional Purchased Assets to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)RFC IV, and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings filing to RFC IV. (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. c) In connection with the foregoing conveyancesuch sale, the RPA Seller FSB further agrees, at its own expense, on or prior to the Closing Date (i) date of this Supplemental Conveyance, to annotate and indicate in its the appropriate computer files that all Receivables created in connection with the Receivables Aggregate Addition Accounts and the related Additional Purchased Assets have been transferred conveyed to the Purchaser RFC IV pursuant to this Agreement, Supplemental Conveyance. (iid) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be of FSB's right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from FSB to RFC IV. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan, including for accounting purposes. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA Seller intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that FSB shall be deemed to have granted, and FSB does hereby grants grant, to the Purchaser RFC IV a first priority perfected security interest in all of its FSB's right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, FSB hereunder and under the Receivables Purchase PriceAgreement. (e) To the extent that FSB retains any interest in the Additional Purchased Assets, FSB hereby grants to the Trustee a security interest in all of FSB's right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of FSB hereunder and under the Receivables Purchase Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser Capital One does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of Funding, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables listed arising in the Schedule Additional Accounts, existing at the close of Receivables delivered to business on the Indenture Trustee promptly after the Closing Additional Cut-Off Date and thereafter created, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies paid thereunder due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in respect the UCC) thereof (including proceeds of collectively, the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c“Additional Purchased Assets”)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyancesuch sale and if necessary, the RPA Seller Capital One agrees to record and file, at its own expense, one or more financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale of the Receivables Additional Purchased Assets to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)Funding, and to deliver a file-file- stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings filing to Funding. (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. c) In connection with the foregoing conveyancesuch sale, the RPA Seller Capital One further agrees, at its own expense, on or prior to the Closing Date (i) date of this Supplemental Conveyance, to annotate and indicate in its the appropriate computer files that all Receivables created in connection with the Receivables Additional Accounts and the related Additional Purchased Assets have been transferred conveyed to the Purchaser Funding pursuant to this Agreement, Supplemental Conveyance. (iid) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be of Capital One’s right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan, including for accounting purposes. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA Seller intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grants grant, to the Purchaser Funding a first priority perfected security interest in all of its Capital One’s right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, Capital One hereunder and under the Receivables Purchase PriceAgreement. (e) To the extent that Capital One retains any interest in the Additional Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder, under the Receivables Purchase Agreement and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration of the payment by Issuer’s delivery to or upon the Purchaser order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the other amounts to be distributed from time to time to the RPA Seller in accordance with the terms of the Receivables Purchase Price as set forth in Section 3.01this Agreement, the RPA Seller does hereby sellssell, transferstransfer, assigns assign, set over and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s obligations hereunderset forth herein), all of the right, title and interest of the RPA Seller in, to in and under the followingto: (ia) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and hereafter created for any proceeds from the sale of chattel paper (as defined in Section 9-102 liquidation of the UCC Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as in effect a result of a breach of representation or warranty in the State of Californiarelated Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e) meeting all rights under any Service Contracts on the requirements of applicable state law in such manner as is necessary to perfect related Financed Vehicles; (f) the sale related Receivable Files; (g) all of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its Seller’s right, title and interest inin its rights and benefits, to and but none of its obligations or burdens, under the ReceivablesPurchase Agreement, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all other of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property conveyed hereunder described in (a) through (g); and (i) all proceeds and listed investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest by the Seller to the Issuer in the property referred to in this Section and all proceeds of any of the foregoingSection, whether now owned or existing or hereafter acquired or arising, and intends that this Agreement shall constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder), all of the right, title and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee [________] promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (aA) In consideration The Bank does hereby transfer, assign, set-over and otherwise convey to the Trust for the benefit of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerCertificateholders, without recourse (subject to on and after the RPA Seller’s obligations hereunder)Addition Date, all of the right, title and interest of the RPA Seller in, to Bank in and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables existing as of the Addition Date and hereafter created in the Additional Accounts designated hereby, all monies due or the Obligors; to become due with respect thereto (ivincluding all Finance Charge Receivables) any and all proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoingsuch Receivables. (bB) In connection with the foregoing conveyancesuch transfers, the RPA Seller agrees to record Bank has executed, recorded and filefiled on [ ], at its own expense20[ ] in the office of the Secretary of State of the State of Delaware a financing statement naming “Chase Bank USA, one or more National Association” as debtor and “The Bank of New York (Delaware), as trustee of First USA Credit Card Master Trust” as secured party, acknowledgment number [ ], identifying as collateral all Receivables now existing and hereafter created in any Accounts, which financing statements with respect to statement covers the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Accounts designated hereby, meeting the requirements of applicable state Delaware law in and such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver filing has not been amended or terminated. The Bank has delivered a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided UCC financing statement to the Purchaser in due course), as soon as is practicable after receipt by Trustee prior to the RPA Seller thereof. date of this Assignment. (C) In connection with the foregoing conveyancesuch transfers, the RPA Seller Bank further agrees, at its own expense, on or prior to the Closing Date (i) date of this Assignment, to annotate and indicate in its computer files that Receivables created in connection with the Receivables Additional Accounts designated hereby have been transferred to the Purchaser Trust pursuant to this Agreement, Assignment for the benefit of the Certificateholders. (iiD) to create a Schedule The parties hereto agree that all transfers of Receivables containing a true to the Trust pursuant to this Assignment are subject to, and complete list shall be treated in accordance with, the Delaware Act and each of all such Receivables, identified by account number and the parties hereto agrees that this Assignment has been entered into by the Principal Balance parties hereto in express reliance upon the Delaware Act. For purposes of each Receivable as complying with the requirements of the Cutoff DateDelaware Act, which file each of the parties hereto hereby agrees that any property, assets or list rights purported to be transferred, in whole or in part, by the Bank pursuant to this Assignment shall be kept on file at deemed to no longer be the offices property, assets or rights of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the PurchaserBank. The parties hereto intend acknowledge and agree that each such transfer is occurring in connection with a “securitization transaction” within the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any meaning of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase PriceDelaware Act.

Conveyance of Receivables. (a) In consideration of the payment by Issuer’s delivery of the Purchaser Notes, the Certificates and the Class R Certificates to and upon the order of the Depositor, the Depositor does hereby sell, transfer, assign, and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA SellerDepositor’s obligations hereunder), herein): (i) all of the right, title title, and interest of the RPA Seller Depositor in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly Receivables, which is incorporated by reference herein, all proceeds thereof and all amounts and monies received thereon on or after the Closing Cutoff Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller Depositor pursuant to Section 2.03(c3.2 or the purchase of Receivables by the Servicer pursuant to Section 4.6 or 9.1)) on or after , together with the Cutoff Date; (ii) interest of the Depositor in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and in any repossessed Financed Vehicles; (iiiii) all right, title and interest of the Depositor in any proceeds of any physical damage insurance policies covering the Financed Vehicles Liquidation Proceeds and in any proceeds of any extended warranties, theft and physical damage, guaranteed auto protection, credit life or credit disability insurance policies relating to the Receivables Financed Vehicles or the Obligors; (iviii) all right, title and interest of the Depositor in any proceeds of from Dealer Recourse; (v) repurchase obligations relating to the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerReceivables; and (viiv) all proceeds (as defined in the proceeds of any and all Relevant UCC) of the foregoing. (b) . In connection with the foregoing conveyancesuch sale, the RPA Seller Depositor agrees to record and file, at its own expense, one or more financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of accounts and chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale and assignment of the Receivables to the Purchaser, Issuer. It is the intention of the Depositor and the proceeds thereof Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables, conveying good title thereto free and clear of any continuation statements as are required by applicable state law)liens and encumbrances, and to deliver a file-stamped copy from the Depositor to the Indenture Trustee of each such financing statement Issuer and (or continuation statementb) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as not be part of the Cutoff Date, which file or list shall be kept on file at Depositor’s estate in the offices event of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a salean insolvency. In the event that the such conveyance hereunder is not for any reason considered deemed to be a salepledge to secure a loan, the RPA Seller Depositor hereby grants to the Purchaser Issuer a first priority perfected security interest in all of its the Depositor’s right, title and interest in, to and under the Receivables, and all other items of property conveyed hereunder and listed in this Section and all proceeds of any of clauses (i) through (iv) above to secure the foregoingloan deemed to be made in connection with such pledge and, and intends that in such event, this Agreement shall constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (aA) In consideration The Bank does hereby transfer, assign, set-over and otherwise convey to the Trust for the benefit of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerCertificateholders, without recourse (subject to on and after the RPA Seller’s obligations hereunder)Addition Date, all of the right, title and interest of the RPA Seller in, to Bank in and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables existing as of the Addition Date and hereafter created in the Additional Accounts designated hereby, all monies due or the Obligors; to become due with respect thereto (ivincluding all Finance Charge Receivables) any and all proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoingsuch Receivables. (bB) In connection with the foregoing conveyancesuch transfers, the RPA Seller agrees to record Bank has executed, recorded and filefiled on _______________ __, at its own expense2002 in the office of the Secretary of State of the State of Delaware a financing statement naming "First USA Bank, one or more National Association" as debtor and "The Bank of New York (Delaware), as trustee of First USA Credit Card Master Trust" as secured party, acknowledgment number __________, identifying as collateral all Receivables now existing and hereafter created in any Accounts, which financing statements with respect to statement covers the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Accounts listed on Schedule 1 hereto, meeting the requirements of applicable state Delaware law in and such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver filing has not been amended or terminated. The Bank has delivered a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided UCC financing statement to the Purchaser in due course), as soon as is practicable after receipt by Trustee prior to the RPA Seller thereof. date of this Assignment. (C) In connection with the foregoing conveyancesuch transfers, the RPA Seller Bank further agrees, at its own expense, on or prior to the Closing Date (i) date of this Assignment, to annotate and indicate in its computer files that Receivables created in connection with the Receivables Additional Accounts designated hereby have been transferred to the Purchaser Trust pursuant to this Agreement, Assignment for the benefit of the Certificateholders. (iiD) to create a Schedule It is the intention of the parties hereto that all transfers of Receivables containing a true to the Trust pursuant to this Assignment be be subject to, and complete list be treated in accordance with, the Delaware Act and each of all such Receivables, identified by account number and the parties hereto agrees that this Assignment has been entered into by the Principal Balance parties hereto in express reliance upon the Delaware Act. For purposes of each Receivable as complying with the requirements of the Cutoff DateDelaware Act, which file each of the parties hereto hereby agrees that any property, assets or list rights purported to be transferred, in whole or in part, by the Bank pursuant to this Assignment shall be kept on file at deemed to no longer by the offices property, assets or rights of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the PurchaserBank. The parties hereto intend acknowledge and agree that each such transfer is occurring in connections with a "securitization transaction" within the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any meaning of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase PriceDelaware Act.

Conveyance of Receivables. (a) In consideration The Transferor does hereby transfer, assign, set-over and otherwise convey to the Trustee, on behalf of the payment by Trust, for the Purchaser to the RPA Seller benefit of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerSecurityholders, without recourse (subject to on and after the RPA Seller’s obligations hereunder)Addition Date, all of the right, title and interest of the RPA Seller in, to Transferor in and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables now existing and hereafter created in the Additional Accounts designated hereby, all monies due or the Obligors; to become due with respect thereto (ivincluding all Finance Charge Receivables) any and all proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) such Receivables. In connection with the foregoing conveyancesuch transfer, the RPA Seller Transferor agrees to record and file, at its own expense, one or more a financing statements statement with respect to the Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Receivables) for the sale transfer of chattel paper (accounts as defined in Section 9-102 9 106 of the UCC as in effect in the State of California) Delaware meeting the requirements of applicable state law in such manner and such jurisdictions as is are necessary to perfect the sale assignment of the such Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)Trust, and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings filing (which may, for purposes of this SectionSection 3, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided filing) to the Purchaser in due course), as soon as is practicable after receipt by Trustee on or prior to the RPA Seller thereofdate of this Assignment. In connection with the foregoing conveyancesuch transfer, the RPA Seller Transferor further agrees, at its own expense, on or prior to the Closing Date (i) date of this Assignment to annotate and indicate in its computer files that Receivables created in connection with the Receivables Additional Accounts designated hereby have been transferred to the Purchaser Trust pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by Assignment for the Principal Balance of each Receivable as benefit of the Cutoff DateSecurityholders. The Transferor hereby grants and transfers to the Trustee, which file or list shall be kept on file at for the offices benefit of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a saleSecurityholders, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its the Transferor's right, title and interest in, to and under the Receivables now existing and hereafter created and arising in connection with the Additional Accounts designated hereby, all monies due or to become due with respect thereto (including all Finance Charge Receivables, and all other property conveyed hereunder and listed in this Section ) and all proceeds of any of the foregoingsuch Receivables, and intends that this Agreement Assignment shall constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser The Trust does hereby reconvey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerTRC III, without recourse (subject except to the RPA Seller’s obligations hereunder), all of the right, title extent expressly provided herein) on and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Removal Commencement Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the ReceivablesReceivables then existing in each Designated Account, and all other property conveyed hereunder Collateral Security with respect thereto owned by the Trust at the close of business on the Removal Commencement Date, and listed all monies due or to become due thereon and all amounts received with respect thereto (including Collections), together with any Recoveries in this Section respect thereof and all proceeds of any of the foregoing, foregoing and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, includingdoes hereby reconvey, without limitationrecourse (except to the extent expressly provided herein) to the TRC III, all of the Trust’s rights, remedies, powers and privileges with respect to such Receivables under and the Receivables Purchase PriceAgreement and the proceeds thereof. (b) In connection with such reconveyances, TRC III (or the Servicer on its behalf) agrees to send to the applicable filing offices for filing and recordation, on or prior to (if any additional filing is so necessary and, in the opinion of TRC III, desirable) the Removal Commencement Date, the appropriate UCC financing statement with respect to the Removed Receivables now existing or hereafter created and the related Collateral Security in such manner and in such jurisdictions as are necessary. (c) In connection with such reconveyances, TRC III (or the Servicer on its behalf) further agrees to, not less than five Business Days prior to the Removal Commencement Date, furnish to the Owner Trustee, the Indenture Trustee, any Agent and the Rating Agencies a written notice (the “Removal Notice”) specifying (x) the Removal Commencement Date, (y) the Accounts the future generated Receivables of which are not to be transferred to the Trust (the “Designated Accounts”) and (z) all Receivables then existing in each Designated Account which are to be removed as of the Removal Commencement Date (the “Removed Receivables”). (d) In connection with such reconveyances, TRC III (or the Servicer on its behalf) shall determine on the Removal Commencement Date the aggregate outstanding principal balance of Conveyed Receivables in respect of each such Designated Account (the “Designated Balance”), the outstanding principal balance of the Removed Receivables (the “Removed Designated Balance”) and deliver to the Owner Trustee and the Indenture Trustee a computer file or microfiche or written list of the Designated Accounts specifying for each Designated Account its account number, its Designated Balance and its Removed Designated Balance.

Conveyance of Receivables. (a) In consideration of the payment by Purchaser’s delivery to or upon the Purchaser to the RPA Seller order of the Receivables Purchase Price as FCC of $87,989,660.29 FCC does hereby sell, transfer, assign, set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns over and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunderherein), all of the right, title and interest of FCC in and to (collectively, the RPA Seller in, to and under the following:“FCC Conveyed Property”): (i) the FCC Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid received thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or and after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the FCC Receivables and any other interest of FCC in such Financed Vehicles; (iii) any proceeds of with respect to the FCC Receivables from claims on any physical damage damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors and in any proceeds from the liquidation of any credit life or credit disability insurance policies relating to the Receivables or the ObligorsFCC Receivables; (iv) any proceeds from any FCC Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer RecourseAgreement; (v) any extended warranty service contracts on the right to realize upon any property related Financed Vehicles; (including vi) the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuerrelated Receivables Files; and (vivii) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 consideration of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files ’s delivery to or upon the order of Franklin SPE of $241,978,444.60, Franklin SPE does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants without recourse (subject to the Purchaser a first priority perfected security interest in obligations herein), all of its right, title and interest inof Franklin SPE in and to (collectively, to the “Franklin SPE Conveyed Property” and under together with the ReceivablesFCC Conveyed Property, the “Conveyed Property” ): (i) the Franklin SPE Receivables and all monies received thereunder on and after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Franklin SPE Receivables and any other property conveyed hereunder interest of Franklin SPE in such Financed Vehicles; (iii) any proceeds with respect to the Franklin SPE Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and listed any proceeds from the liquidation of the Franklin SPE Receivables; (iv) any proceeds from any Franklin SPE Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in this Section and all the related Dealer Agreement; (v) any extended warranty service contracts on the related Financed Vehicles; (vi) the related Receivables Files; and (vii) the proceeds of any and all of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by Issuer's delivery of the Purchaser Notes and the Certificates to and upon the order of the Seller, the Seller does hereby sell, transfer, assign, and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s 's obligations hereunder), herein): (i) all of the right, title title, and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly A hereto, all proceeds thereof and all amounts and monies received thereon on and after the Closing Cutoff Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c3.2 or the purchase of Receivables by the Servicer pursuant to Section 4.6 or 9.1)) on or after , together with the Cutoff Date; (ii) interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and in any repossessed Financed Vehicles; (iiiii) all right, title and interest of the Seller in any proceeds of any physical damage insurance policies covering the Financed Vehicles Liquidation Proceeds and in any proceeds of any extended warranties, theft and physical damage, credit life or credit disability insurance policies relating to the Receivables Financed Vehicles or the Obligors; (iviii) all right, title and interest of the Seller in any proceeds of from Dealer Recourse; (v) repurchase obligations relating to the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerReceivables; and (viiv) all proceeds (as defined in the proceeds of any and all Relevant UCC) of the foregoing. (b) . In connection with the foregoing conveyancesuch sale, the RPA Seller agrees to record and file, at its own expense, one or more financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of accounts and chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale and assignment of the Receivables to the Purchaser, Issuer. It is the intention of the Seller and the proceeds thereof (Issuer that the assignment and transfer herein contemplated constitute a sale of the Receivables, conveying good title thereto free and clear of any continuation statements as are required by applicable state law)liens and encumbrances, and to deliver a file-stamped copy from the Seller to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate Issuer and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as not be part of the Cutoff Date, which file or list shall be kept on file at Seller's estate in the offices event of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a salean insolvency. In the event that the such conveyance hereunder is not for any reason considered deemed to be a salepledge to secure a loan, the RPA Seller hereby grants to the Purchaser Issuer a first priority perfected security interest in all of its the Seller's right, title and interest in, to and under the Receivablesitems of property listed in clauses (i) through (iii) above, and all other property conveyed hereunder and listed in this Section and all proceeds of any (as defined in the Relevant UCC) of the foregoing, and intends that to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser Subject to the RPA terms and conditions of this Agreement, on the Closing Date the Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys agrees to sell to the Purchaser, and the Purchaser hereby purchases agrees to purchase from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder), ): (i) all of the right, title and interest of the RPA Seller in, in and to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed VehiclesVehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any proceeds of Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of in accordance with the Issuerterms thereof; and (vi) all proceeds of the foregoing. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any and all of the foregoing. The parties intend that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create deliver to the Purchaser a Schedule of Receivables computer file or printed or microfiche list containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices marked as Schedule A to this Agreement and is hereby incorporated into and made a part of the Servicer this Agreement and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by ------------------------- Transferor's delivery to or upon the Purchaser order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the RPA Seller in accordance with the terms of the Receivables Purchase Price as set forth in Section 3.01this Agreement, the RPA Seller does hereby sellssell, transferstransfer, assigns assign, set over and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases from the RPA SellerTransferor, without recourse (subject to the RPA Seller’s obligations hereunderset forth herein), all of the right, title and interest of the RPA Seller in, to in and under the followingto: (ia) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly Receivables, and all moneys received thereon after the Closing Cutoff Date and all monies paid thereunder or in Net Liquidation Proceeds with respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) on or after the Cutoff Datesuch Receivables; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds of with respect to the Receivables from claims on any theft, physical damage damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors and in any proceeds from the liquidation of any credit life or credit disability insurance policies relating to the Receivables or the ObligorsReceivables; (ivd) all rights under any proceeds of Dealer RecourseService Contracts on the related Financed Vehicles; (ve) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuerrelated Receivables Files; and (vif) the proceeds of any and all of the foregoing. foregoing (bthe items specified in clauses (a) through (e) are referred to herein as the "Transferor Property"). In connection with the foregoing conveyancesuch sale, the RPA Seller agrees to record and file, at its own expense, one or more financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of accounts and chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale and assignment of the Receivables to the Purchaser, Issuer. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Transferor Property from the Seller to the Transferor and the proceeds thereof (beneficial interest in and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy title to the Indenture Trustee of each such financing statement (or continuation statement) or Receivables and the other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to Transferor Property shall not be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as part of the Cutoff Date, which file or list shall be kept on file at Seller's estate in the offices event of the Servicer and (iii) to deliver filing of a bankruptcy petition by or against the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a saleSeller under any bankruptcy law. In the event that that, notwithstanding the conveyance hereunder intent of the Seller, the transfer and assignment contemplated hereby is held not for any reason considered to be a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement shall constitute a security agreement under applicable law. Such and the Seller does hereby grant is made a security interest in the property referred to secure in this Section 2.1 for the payment benefit of all amounts payable hereunder, including, without limitation, the Receivables Purchase PriceTransferor.

Conveyance of Receivables. (a) In consideration The Transferor does hereby transfer, assign, set-over and otherwise convey to the Trust for the benefit of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerCertificateholders, without recourse (subject to recourse, on and after the RPA Seller’s obligations hereunder)Additional Account Closing Date, all of the right, title and interest of the RPA Seller inTransferor in and to the Receivables, to now existing and under the following: (i) the Receivables listed hereafter created, in the Additional Accounts designated on Schedule of Receivables delivered 1, all monies due or to the Indenture Trustee promptly become due on and after the Closing Additional Account Cut-Off Date and all monies paid thereunder or in amounts received with respect thereto, including all Finance Charges, Recoveries and Interchange, if any, related thereto, and all proceeds thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(cInsurance Proceeds)) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyancesuch transfer, the RPA Seller Transferor agrees to record and file, at its own expense, one or more financing statements (and assignment and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created in the Additional Accounts designated on Schedule 1 (which may be a single financing statement with respect to all such Receivables) for the sale transfer of chattel paper paper, accounts and general intangibles (if necessary) as defined in Section 9-102 106 of the UCC as in effect in the Relevant UCC State of California) meeting the requirements of applicable state State law in such manner and such jurisdictions as is are necessary to perfect the sale assignment of the such Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)Trust, and to deliver to the Trustee a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of that such filings filing (which may, for purposes of this SectionSection 3, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided filing, confirmed within 24 hours in writing) to the Purchaser in due course), as soon as is practicable after receipt by Trustee on or prior to the RPA Seller thereof. Additional Account Closing Date. (c) In connection with the foregoing conveyancesuch transfer, the RPA Seller Transferor further agrees, at its own expense, on or prior to the Additional Account Closing Date (i) Date, to annotate cause the Servicer to indicate, or cause to be indicated, clearly and indicate unambiguously in its the computer files of the Transferor and the Sellers that the Receivables created in connection with the Additional Accounts designated hereby have been sold and transferred to the Purchaser Trust pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by Assignment for the Principal Balance of each Receivable as benefit of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase PriceCertificateholders.

Conveyance of Receivables. (a) In consideration of the payment by Issuer's delivery of the Purchaser Notes and the Certificates to and upon the order of the Seller, the Seller does hereby sell, transfer, assign, and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s 's obligations hereunder), herein): (i) all of the right, title title, and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly A hereto, which is incorporated by reference herein, all proceeds thereof and all amounts and monies received thereon on or after the Closing Cutoff Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c3.2 or the purchase of Receivables by the Servicer pursuant to Section 4.6 or 9.1)) on or after , together with the Cutoff Date; (ii) interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and in any repossessed Financed Vehicles; (iiiii) all right, title and interest of the Seller in any proceeds of any physical damage insurance policies covering the Financed Vehicles Liquidation Proceeds and in any proceeds of any extended warranties, theft and physical damage, credit life or credit disability insurance policies relating to the Receivables Financed Vehicles or the Obligors; (iviii) all right, title and interest of the Seller in any proceeds of from Dealer Recourse; (v) repurchase obligations relating to the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerReceivables; and (viiv) all proceeds (as defined in the proceeds of any and all Relevant UCC) of the foregoing. (b) . In connection with the foregoing conveyancesuch sale, the RPA Seller agrees to record and file, at its own expense, one or more financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of accounts and chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale and assignment of the Receivables to the Purchaser, Issuer. It is the intention of the Seller and the proceeds thereof Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables, conveying good title thereto free and clear of any continuation statements as are required by applicable state law)liens and encumbrances, and to deliver a file-stamped copy from the Seller to the Indenture Trustee of each such financing statement Issuer and (or continuation statementb) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as not be part of the Cutoff Date, which file or list shall be kept on file at Seller's estate in the offices event of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a salean insolvency. In the event that the such conveyance hereunder is not for any reason considered deemed to be a salepledge to secure a loan, the RPA Seller hereby grants to the Purchaser Issuer a first priority perfected security interest in all of its the Seller's right, title and interest in, to and under the Receivablesitems of property listed in clauses (i) through (iii) above, and all other property conveyed hereunder and listed in this Section and all proceeds of any (as defined in the Relevant UCC) of the foregoing, and intends that to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration By execution of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01this Agreement, the RPA Seller does hereby sellssell, transferstransfer, assigns assign, set over and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Sellerconvey, without recourse (subject except as expressly provided herein), to the RPA Seller’s obligations hereunder)Trust on the Effective Date, in the case of the Existing Accounts, and on the applicable Addition Date, in the case of Additional Accounts, (i) all of the its right, title and interest of the RPA Seller in, to and under the following: (i) Receivables in each Account and all Collateral Security with respect thereto owned by the Receivables listed Seller at the close of business on the Initial Cut-Off Date, in the Schedule case of Receivables delivered to the Indenture Trustee promptly after Existing Accounts, and on the Closing Date applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies paid thereunder due or in to become due and all amounts received with respect thereof thereto and all proceeds (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)Recoveries) on or after the Cutoff Date; thereof and (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoingSeller's rights, remedies, powers and privileges with respect to such Receivables under the Receivables Purchase Agreement (collectively, the "Purchased Assets"). For the avoidance of doubt, the parties hereto acknowledge and agree that the Receivables and related Collateral Security sold and assigned by the Seller on the Effective Date pursuant to this Section 2.01(a) include all the Receivables and related Collateral Security originally sold and assigned by DCWR to the CARCO Trust on or prior to the Effective Date pursuant to the Pooling and Servicing Agreement, other than any such receivables and related collateral security that have been repurchased in accordance with the Pooling and Servicing Agreement, and the CARCO Trust has sold, transferred, assigned, set over and otherwise conveyed such Receivables and Collateral Security to the Trust on the Effective Date. (b) As of each Business Day prior to the earlier of (i) the occurrence of an Insolvency Event with respect to the Seller, the Servicer, DCFS or DaimlerChrysler and (ii) the Trust Termination Date, on which Receivables are created in the Accounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Trust, all of its right, title and interest in, to and under the Receivables in each Account (other than any Receivables created in any Designated Account from and after the applicable Removal Commencement Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Trust, all monies due or to become due and all amounts received with respect thereto and all proceeds (including Recoveries) thereof. Such property, together with the Collateral Security with respect thereto, shall collectively constitute part of the Collateral of the Trust that will be pledged by the Trust to the Trustee pursuant to the Indenture. (c) The foregoing sale, transfer, assignment, set-over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Trust, the Owner Trustee, the Trustee, any Agent, any Noteholder or any Enhancement Provider of any obligation of the Servicer, DCFS, the Seller, DaimlerChrysler or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers. (d) In connection with the foregoing conveyancesuch sales, the RPA Seller agrees to record and file, at its own expense, one or more a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of "tangible chattel paper paper", "accounts" or "payment intangibles" (each as defined in Section 9-102 of the UCC as in effect in the State of Californiarelevant jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale and assignment of the Receivables and the Collateral Security to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)Trust, and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) statements or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided filing to the Purchaser Trustee on or prior to the Effective Date, in due course)the case of the Existing Accounts, as soon as and (if any additional filing is practicable after receipt by so necessary) the RPA Seller thereofapplicable Addition Date, in the case of Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such sales. (e) In connection with the foregoing conveyancesuch sales, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date Effective Date, in the case of the Existing Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Commencement Date, in the case of Removed Accounts, (ix) to annotate and indicate in its computer files and to cause DCFS to indicate in its computer files as required by the Receivables Purchase Agreement, that the Receivables created in connection with the Accounts (other than Removed Accounts) have been transferred sold, and the Collateral Security assigned, to the Purchaser Seller in accordance with the Receivables Purchase Agreement, and sold to the Trust pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and pledged by the Principal Balance of each Receivable as Trust to the Trustee for the benefit of the Cutoff Date, which file or list shall be kept on file at Noteholders and the offices of the Servicer and (iii) other Secured Parties pursuant to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.the

Conveyance of Receivables. (a) [Initial] Receivables. In consideration of the payment by Issuing Entity’s delivery of the Purchaser Notes and the Certificates to, or upon the order of, the Depositor, the Depositor does hereby enter into this Agreement and the [related] Second Step [Initial] Receivables Assignment in the form attached as Exhibit B to this Agreement (the “Second Step [Initial] Receivables Assignment”) and agrees to fulfill all of its obligations hereunder and thereunder and to sell, transfer, assign and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuing Entity, without recourse recourse: (subject to the RPA Seller’s obligations hereunder), i) all of the right, title and interest of the RPA Seller Depositor in, to and under the following: (i) the [Initial] Receivables listed in on the Schedule of [Initial] Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies paid thereunder or received thereon on and after the [Initial] Cutoff Date, [in respect thereof (including proceeds each case] exclusive of any amounts allocable to the repurchase of Receivables premium for physical damage collateral protection insurance required by the RPA Servicer or the Seller pursuant to Section 2.03(c)) on or after the Cutoff Datecovering any related Financed Vehicle; (ii) the interest of the Depositor in the security interests in the Financed VehiclesVehicles granted by Obligors pursuant to the [Initial] Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Depositor in any proceeds of from claims on any physical damage damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the interest of the Depositor in any proceeds of Dealer Recoursefrom recourse against Dealers on the [Initial] Receivables; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest of the Depositor in, to and under the ReceivablesPooling and Servicing Agreement, the First Step Receivables Assignment[s] and the Custodian Agreement, including the right of the Depositor to cause the Seller or Servicer to repurchase Receivables under certain circumstances; (vi) [the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance of such Additional Receivables as of each Distribution Date;] and (vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through [(v)][(vi)] above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property conveyed hereunder and listed which at any time constitute all or part of or are included in this Section and all the proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser Centurion does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of TRS, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables listed arising in the Schedule New Accounts (including Related Accounts with respect to such New Accounts), existing at the applicable Addition Cut-Off Date of Receivables delivered each New Account and thereafter created, all Recoveries allocable to the Indenture Trustee promptly after the Closing Date such Receivables, all monies due or to become due and all monies paid thereunder amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including "proceeds" as defined in respect the UCC) thereof (including proceeds of collectively, the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c"ADDITIONAL PURCHASED ASSETS")) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyanceIf necessary, the RPA Seller agrees to Centurion shall (i) record and file, at its own expense, one or more any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect perfect, and maintain perfection of, the sale of the Receivables Additional Purchased Assets TRS, (ii) cause such financing statements and amendments to the Purchasername Centurion, as seller, and TRS, as purchaser, of the proceeds thereof Additional Purchased Assets and (and any continuation statements as are required by applicable state law), and iii) to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), TRS as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agreesfiling. (c) Centurion shall, at its own expense, on or prior to the Closing Date (i) to annotate and Addition Date, indicate in its books and records (including its computer files files) that all Receivables created in connection with the Receivables New Accounts and the related Additional Purchased Assets have been transferred sold to the Purchaser TRS pursuant to this Agreement, Supplemental Conveyance. (iid) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be of Centurion's right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Centurion to TRS. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA Seller intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that Centurion shall be deemed to have granted, and Centurion does hereby grants grant, to the Purchaser TRS a first priority perfected security interest in all of its Centurion's right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, Centurion hereunder and under the Receivables Purchase PriceAgreement. (e) To the extent that Centurion retains any interest in the Additional Purchased Assets, Centurion hereby grants to the Trust and the Indenture Trustee a security interest in all of Centurion's right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of Centurion hereunder and under the Receivables Purchase Agreement. With respect to such security interest and such collateral, each of the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer and Servicing Agreement. Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration of the payment by the Purchaser FSB does hereby sell, transfer, assign, set over and otherwise convey to the RPA Seller of TRS, without recourse except as provided in the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder)Agreement, all of the its right, title and interest of the RPA Seller interest, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables listed arising in the Schedule of Receivables delivered Aggregate Addition Accounts (including Related Accounts with respect to such Aggregate Addition Accounts), existing at the Indenture Trustee promptly after the Closing Addition Cut-Off Date and thereafter created, all Recoveries allocable to such Receivables, all monies paid thereunder due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including "proceeds" as defined in respect the UCC) thereof (including proceeds of collectively, the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c"ADDITIONAL PURCHASED ASSETS")) on or after the Cutoff Date; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vi) the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyanceIf necessary, the RPA Seller agrees to FSB shall (i) record and file, at its own expense, one or more any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect perfect, and maintain perfection of, the sale of the Receivables Additional Purchased Assets to the PurchaserTRS, (ii) cause such financing statements and amendments to name FSB, as seller, and TRS, as purchaser, of the proceeds thereof Additional Purchased Assets and (and any continuation statements as are required by applicable state law), and iii) to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (statements or continuation statement) amendments or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), TRS as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agreesfiling. (c) FSB shall, at its own expense, on or prior to the Closing Date (i) to annotate and Addition Date, indicate in its books and records (including its computer files files) that all Receivables created in connection with the Receivables Aggregate Addition Accounts and the related Additional Purchased Assets have been transferred sold to the Purchaser TRS pursuant to this Agreement, Supplemental Conveyance. (iid) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be of FSB's right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from FSB to TRS. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a salepurchase and sale of such Additional Purchased Assets and not a loan. In the event event, however, that it were to be determined that the conveyance hereunder is transactions evidenced hereby constitute a loan and not for any reason considered a purchase and sale, it is the RPA Seller intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that FSB shall be deemed to have granted, and FSB does hereby grants grant, to the Purchaser TRS a first priority perfected security interest in all of its FSB's right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and intends that this Agreement constitute a security agreement under applicable law. Such grant is made Additional Purchased Assets to secure the payment obligations of all amounts payable hereunder, including, without limitation, FSB hereunder and under the Receivables Purchase PriceAgreement. (e) To the extent that FSB retains any interest in the Additional Purchased Assets, FSB hereby grants to the Trust and the Indenture Trustee a security interest in all of FSB's right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of FSB hereunder and under the Receivables Purchase Agreement. With respect to such security interest and such collateral, each of the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer and Servicing Agreement. Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. (a) In consideration Each of Chase Bank and Chase USA does hereby transfer, assign, set over, and otherwise convey to the Trust for the benefit of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerCertificateholders, without recourse (subject to the RPA Seller’s obligations hereunder)recourse, all of the its right, title and interest of the RPA Seller in, in and to and under the following: (i) the Receivables listed in existing as of the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Cut-Off Date and all monies paid thereunder or thereafter created and arising in respect thereof connection with the Accounts (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(cother than Additional Accounts)) on or after the Cutoff Date; , (ii) the security interests in the Financed Vehicles; all monies due or to become due with respect to such Receivables, (iii) any all proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; such Receivables, (iv) any proceeds of Dealer Recourse; Insurance Proceeds relating to such Receivables, (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and Recoveries, (vi) Interchange and (vii) each of the proceeds Trust Accounts. Notwithstanding anything in this Pooling and Servicing Agreement to the contrary, it is the intention of any the parties hereto to treat the transfer, assignment, set over, and conveyance to the Trust of all of the foregoing. Transferor's right, title and interest in and to (bi) the Receivables existing as of the Cut-Off Date and thereafter created and arising in connection with the Accounts (other than Additional Accounts), (ii) all monies due or to become due with respect to such Receivables, (iii) all proceeds of such Receivables, (iv) Insurance Proceeds relating to such Receivables, (v) Recoveries and (vi) Interchange as a sale, and not as a secured borrowing, for accounting (but not for tax) purposes. In connection with the foregoing such transfer, assignment, set-over and conveyance, the RPA Seller each of Chase Bank and Chase USA agrees to record and file, at its own expense, one or more a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the Receivables now existing and hereafter created for the sale perfection of chattel paper a security interest (as defined in the UCC) in accounts and general intangibles (as defined in Section 9-102 106 of the UCC as in effect in the State of CaliforniaUCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale such security interest in favor of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law)Trust, and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) statement or other evidence of at such filings filing (which may, for purposes of this SectionSection 2.1, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided filing) to the Purchaser Trustee on or prior to the date of issuance of the Certificates, and in due course)the case of any continuation statements filed pursuant to this Section 2.1, as soon as is practicable after receipt thereof by the RPA Seller thereofTransferor. It is understood and agreed that the description of collateral set forth in such financing statements will include all credit card accounts of the Transferor. Upon receipt of written request from the Transferor to release the receivables in such credit card accounts as are specified in such request, the Trustee is hereby authorized and hereby agrees to execute promptly, UCC-3 amendments or releases, releasing such credit card accounts; provided, however, that except as permitted pursuant to Section 2.7, no such release shall apply to the Accounts, including any Additional Accounts. In addition, the Trustee is hereby authorized to execute such intercreditor or other agreements as may be requested in writing by the Transferor in connection with the foregoing; provided, however, that except as permitted pursuant to Section 2.7, no such intercreditor agreements shall apply to the Accounts, including any Additional Accounts, or any Receivables in such Accounts or Additional Accounts. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. In connection with the foregoing conveyancesuch transfer, the RPA Seller further Transferor agrees, at its own expense, on or prior to the Initial Closing Date (i) to annotate and indicate in its computer files that Receivables created in connection with the Receivables Accounts have been transferred to the Purchaser Trust pursuant to this Agreement, Agreement for the benefit of the Certificateholders and (ii) to create deliver to the Trustee a Schedule of Receivables computer file or microfiche list containing a true and complete list of all such ReceivablesAccounts, identified by account number and by setting forth the Principal Balance of each Receivable balance as of the Cutoff Cut-Off Date, which . Such file or list shall be kept on file at marked as Schedule 1 to this Agreement, delivered to the offices Trustee as confidential and proprietary, and is hereby incorporated into and made a part of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaserthis Agreement. The parties hereto intend that Transferor further agrees not to remove such indication in the conveyance hereunder be file referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a saleRemoved Account or a Defaulted Account. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller The Transferor hereby grants to the Purchaser Trust for the benefit of the Certificateholders a first priority perfected security interest in all of its the Transferor's right, title and interest in, to and under the Receivables existing as of the Cut-Off Date and thereafter created and arising in connection with the Accounts (other than Additional Accounts), all moneys due or to become due with respect to such Receivables, all proceeds of such Receivables and all other property conveyed hereunder and listed in this Section Insurance Proceeds relating to such Receivables, all Recoveries, Interchange and all proceeds of any thereof and each of the foregoingTrust Accounts to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder or to be issued pursuant to this Agreement and the interest accrued at the related Certificate Rate, and intends that this Agreement shall constitute a security agreement under applicable law. Such grant is made Pursuant to secure the payment request of all amounts payable hereunder, including, without limitationthe Transferor, the Trustee shall cause Certificates in authorized denominations evidencing interests in the Trust to be duly authenticated and delivered to or upon the order of the Transferor pursuant to Section 6.2. Notwithstanding anything else in this Agreement to the contrary, it is understood and agreed that the ownership interest or lien conveyed or granted by Chase Bank, as Transferor, to the Trustee in Receivables Purchase Priceand other property under the Original Pooling and Servicing Agreement shall remain in full force and effect and shall in no way be affected by the amendment and restatement of the Original Pooling and Servicing Agreement by this Agreement.

Conveyance of Receivables. (a) In consideration of the payment by Issuer's delivery of the Purchaser Notes, the Certificates and the Class R Certificate to and upon the order of the Seller, the Seller does hereby sell, transfer, assign, and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA Seller’s 's obligations hereunder), herein): (i) all of the right, title title, and interest of the RPA Seller in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly Receivables, which is incorporated by reference herein, all proceeds thereof and all amounts and monies received thereon on or after the Closing Cutoff Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(cSECTION 3.2 or the purchase of Receivables by the Servicer pursuant to SECTION 4.6 or 9.1)) on or after , together with the Cutoff Date; (ii) interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and in any repossessed Financed Vehicles; (iiiii) all right, title and interest of the Seller in any proceeds of any physical damage insurance policies covering the Financed Vehicles Liquidation Proceeds and in any proceeds of any extended warranties, theft and physical damage, guaranteed auto protection, credit life or credit disability insurance policies relating to the Receivables Financed Vehicles or the Obligors; (iviii) all right, title and interest of the Seller in any proceeds of from Dealer Recourse; (v) repurchase obligations relating to the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerReceivables; and (viiv) all proceeds (as defined in the proceeds of any and all Relevant UCC) of the foregoing. (b) . In connection with the foregoing conveyancesuch sale, the RPA Seller agrees to record and file, at its own expense, one or more financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of accounts and chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale and assignment of the Receivables to the Purchaser, Issuer. It is the intention of the Seller and the proceeds thereof Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables, conveying good title thereto free and clear of any continuation statements as are required by applicable state law)liens and encumbrances, and to deliver a file-stamped copy from the Seller to the Indenture Trustee of each such financing statement Issuer and (or continuation statementb) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as not be part of the Cutoff Date, which file or list shall be kept on file at Seller's estate in the offices event of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a salean insolvency. In the event that the such conveyance hereunder is not for any reason considered deemed to be a salepledge to secure a loan, the RPA Seller hereby grants to the Purchaser Issuer a first priority perfected security interest in all of its the Seller's right, title and interest in, to and under the Receivablesitems of property listed in clauses (i) through (iii) above, and all other property conveyed hereunder and listed in this Section and all proceeds of any (as defined in the Relevant UCC) of the foregoing, and intends that to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of the payment by Issuer’s delivery of the Purchaser Notes, the Certificates and the Class R Certificate to and upon the order of the Depositor, the Depositor does hereby sell, transfer, assign, and otherwise convey to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01, the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the RPA SellerIssuer, without recourse (subject to the RPA SellerDepositor’s obligations hereunder), herein): (i) all of the right, title title, and interest of the RPA Seller Depositor in, to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly Receivables, which is incorporated by reference herein, all proceeds thereof and all amounts and monies received thereon on or after the Closing Cutoff Date and all monies paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller Depositor pursuant to Section 2.03(c3.2 or the purchase of Receivables by the Servicer pursuant to Section 4.6 or 9.1)) on or after , together with the Cutoff Date; (ii) interest of the Depositor in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and in any repossessed Financed Vehicles; (iiiii) all right, title and interest of the Depositor in any proceeds of any physical damage insurance policies covering the Financed Vehicles Liquidation Proceeds and in any proceeds of any extended warranties, theft and physical damage, guaranteed auto protection, credit life or credit disability insurance policies relating to the Receivables Financed Vehicles or the Obligors; (iviii) all right, title and interest of the Depositor in any proceeds of from Dealer Recourse; (v) repurchase obligations relating to the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerReceivables; and (viiv) all proceeds (as defined in the proceeds of any and all Relevant UCC) of the foregoing. (b) . In connection with the foregoing conveyancesuch sale, the RPA Seller Depositor agrees to record and file, at its own expense, one or more financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of accounts and chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner and in such jurisdictions as is are necessary to perfect the sale and assignment of the Receivables to the Purchaser, Issuer. It is the intention of the Depositor and the proceeds thereof Issuer that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables, conveying good title thereto free and clear of any continuation statements as are required by applicable state law)liens and encumbrances, and to deliver a file-stamped copy from the Depositor to the Indenture Trustee of each such financing statement Issuer and (or continuation statementb) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as not be part of the Cutoff Date, which file or list shall be kept on file at Depositor’s estate in the offices event of the Servicer and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a salean insolvency. In the event that the such conveyance hereunder is not for any reason considered deemed to be a salepledge to secure a loan, the RPA Seller Depositor hereby grants to the Purchaser Issuer a first priority perfected security interest in all of its the Depositor’s right, title and interest in, to and under the Receivables, and all other items of property conveyed hereunder and listed in this Section and all proceeds of any of clauses (i) through (iv) above to secure the foregoingloan deemed to be made in connection with such pledge and, and intends that in such event, this Agreement shall constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Conveyance of Receivables. (a) In consideration of On the payment by Closing Date the Purchaser Seller agrees to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01sell, the RPA Seller hereby sellstransfer, transfers, assigns assign and otherwise conveys convey to the Purchaser, and the Purchaser hereby purchases agrees to purchase from the RPA Seller, without recourse (subject to the RPA Seller’s 's obligations hereunder), ) all of the right, title and interest of the RPA Seller in, in and to and under the following: (i) the Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.03(c)) hereof) on or after the Cutoff Date; (ii) the security interests in the Financed VehiclesVehicles and any accessions thereto; (iii) any proceeds of any from physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerTrustee; and (vi) the proceeds of any and all proceeds of the foregoing. (b) In connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper accounts (as defined in Section 9-102 9106 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the RPA Seller thereof. In connection with the foregoing conveyance, the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create deliver to the Purchaser a Schedule of Receivables computer file or printed or microfiche list containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices marked as Schedule A to this Agreement and is hereby incorporated into and made a part of the Servicer this Agreement and (iii) to deliver the Receivable Files to or upon the order of the Purchaser. The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby grants to the Purchaser a first priority perfected security interest in in, all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section 2.01 hereof and all proceeds of any of the foregoing, foregoing and intends the parties intend that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.