Common use of Conveyance of Subsequent Receivables Clause in Contracts

Conveyance of Subsequent Receivables. For value received, in accordance with the CPS Purchase Agreement, the Seller does hereby sell, assign, transfer and otherwise convey unto the Purchaser, without recourse (but without limitation of its obligations under the CPS Purchase Agreement), all right, title and interest of the Seller in and to: (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; (v) the Receivable File related to each Subsequent CPS Receivable; and (vi) the proceeds of any and all of the foregoing (collectively, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property").

Conveyance of Subsequent Receivables. For value receivedSubject to the conditions set forth in Section 5 hereof, in accordance with consideration of the CPS payment of the Subsequent Receivables Purchase AgreementPrice to or upon the written order of the Depositor, the Seller Depositor does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserTrustee, in trust for the benefit of the Certificateholders, without recourse (but without limitation of its obligations under the CPS Purchase Agreement)recourse, all right, title and interest of the Seller Depositor in and to: : (i1) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, A hereto and (A) with respect to Rule of 78's any such Subsequent Receivables that are Precomputed Receivables, all monies due or to become due received thereon on and after the related Subsequent Cutoff Date (including Scheduled Payments due or to become due thereon on and after the Subsequent Cutoff Date and Scheduled Payments due prior to the Subsequent Cutoff Date but received on or after the Subsequent Cutoff Date), principal prepayments relating to Scheduled Payments due on or after the Subsequent Cutoff Date but received by the Depositor or LBAC before the Subsequent Cutoff Date, and any Payaheads received with respect to payments due on the Subsequent Receivables on or after the related Subsequent Cutoff Date (including principal prepayments relating to which Payaheads shall be held in the Payahead Account until the Collection Period in which such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, payments are actually due with respect to the related Receivable, at which time such Payaheads shall be applied as a component of the Total Distribution Amount), (B) with respect to any such Subsequent Receivables that are Simple Interest Receivables, all monies received thereunder on and after the related Subsequent Cutoff Date (including Scheduled Payments due before the Subsequent Cutoff Date but received by the Depositor or LBAC on or after the Subsequent Cutoff Date) and (C) all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller Depositor in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, and any other evidence of ownership with respect to such Financed Vehicles; ; (iii3) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates or the VSI Policy, if any, relating to the related Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; related Obligors, including any rebates and premiums; (iv4) property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to the liquidation of such Subsequent Receivable; (5) this Agreement, the Purchase Agreement and the Guaranty, including, without limitation, a direct right to cause LBAC to purchase Subsequent Receivables from the Trust upon the occurrence of a breach of any of the representations and warranties contained in Section 3.2 of the Purchase Agreement, or Section 4 of this Agreement or the failure of LBAC to timely comply with its obligations pursuant to Section 5.5 of the Purchase Agreement or this Agreement; (6) refunds for the costs of extended service contracts with respect to the related Financed Vehicles securing the Subsequent CPS ReceivablesVehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an a related Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a related Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (v7) the Legal Files and the Receivable File Files related to each such Subsequent CPS ReceivableReceivable and any and all other documents that LBAC keeps on file in accordance with its customary procedures relating to such Subsequent Receivables, the Obligors or the Financed Vehicles; (8) all amounts and property from time to time held in or credited to the Lock-Box Account, to the extent such amounts and property relate to the Subsequent Receivables; (9) any proceeds from recourse against the Dealers (other than any Chargeback Obligations), including, without limitation, any Dealer Title Guaranties with respect to such Subsequent Receivables, with respect to the sale of such Subsequent Receivables; and and (vi10) the proceeds of any and all of the foregoing (collectively, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property")foregoing.

Conveyance of Subsequent Receivables. For value received, in accordance with the CPS Samco Purchase Agreement, the Seller does hereby sell, assign, transfer and otherwise convey unto the Purchaser, without recourse (but without limitation of its obligations under the CPS Samco Purchase Agreement), all right, title and interest of the Seller in and to: (i) the Subsequent CPS Samco Receivables listed in the related Schedule of Subsequent CPS Samco Receivables and, with respect to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Samco Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Samco Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) 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 Subsequent CPS Samco Receivables or the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Samco 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 securing the Subsequent CPS Samco Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; (v) the Receivable File related to each Subsequent CPS Samco Receivable; and (vi) the proceeds of any and all of the foregoing (collectively, the "Subsequent Transferred CPS Samco Property" and together with any Subsequent Transferred Samco CPS Property, the "Subsequent Transferred Property").

Conveyance of Subsequent Receivables. For value received(a) [Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.11(b) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the Seller’s obligations under set forth herein), and the CPS Purchase Agreement)Issuer hereby purchases, all right, title and interest of the Seller in and to: to the following property, whether now owned or existing or hereinafter acquired: (i) the Subsequent CPS Receivables listed in on Schedule A to the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, Transfer Agreement and all monies due or to become due moneys received thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health disability insurance policies covering the related Financed Vehicles or certificates Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds received from a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the related Subsequent Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the related Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the Financed Vehicles securing property described in (i) through (vii) above; and (ix) all proceeds and investments with respect to items (i) through (viii) above. (b) The Seller shall transfer to the Issuer the Subsequent CPS Receivables and the Subsequent Other Conveyed Property only upon the satisfaction of each of the following conditions on or prior to the Obligors thereunder; related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the Owner Trustee and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Trust Collateral Agent and the Owner Trustee a duly executed Subsequent Transfer Agreement and Subsequent Purchase Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections in respect of the related Subsequent Receivables; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any as of the foregoing; related Subsequent Transfer Date, (A) neither AmeriCredit nor the Seller shall be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) neither AmeriCredit nor the Seller shall intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of AmeriCredit or the Seller, as the case may be, shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Receivable File related to each Subsequent CPS Receivable; and Funding Period shall not have terminated; (vi) the proceeds Subsequent Receivables transferred to the Issuer on such Subsequent Transfer Date shall meet the eligibility criteria set forth in clauses [(A) through (M) of paragraph number 20] of Schedule B-1 to the Purchase Agreement; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date and each of the conditions under the Subsequent Purchase Agreement shall have been satisfied or waived as provided therein; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Issuer pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Owner Trust Estate and the first priority perfected security interest of the Trust Collateral Agent in the Sale and Servicing Agreement Collateral; (x) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables; (xi) for federal income tax purposes, the addition of any such Subsequent Receivables shall not cause the Notes to fail to qualify as indebtedness or cause the Issuer to be characterized as an association (or publicly traded partnership) taxable as a corporation; (xii) AmeriCredit and the Seller shall have delivered to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(i) as well as bring-down letters relating to the following opinions delivered at the Closing Date: (A) corporate and security interest opinion of , (B) true sale and non-consolidation opinion of , (C) in-house opinion of AmeriCredit and (D) UCC and security interest opinion relating to the Indenture of ; [and] (xiii) [on the Distribution Date during the Revolving Period and, if later, on the final Distribution Date during the Revolving Period, the Seller shall have delivered to the Rating Agencies and the Opinions of Counsel with respect to the transfer of all Subsequent Receivables that have been transferred to the Trust (A) since the Closing Date (with respect to the Opinions of Counsel delivered on such sixth Distribution Date or on the final Distribution Date of the Revolving Period if such Distribution Date precedes the sixth Distribution Date) or (B) since such sixth Distribution Date (with respect to the Opinions of Counsel delivered on the final Distribution Date if such Distribution Date occurs after the sixth Distribution Date), in each case substantially in the form of the Opinions of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date with respect to certain true sale, non-consolidation and bankruptcy matters, certain security interest and UCC matters under Delaware law, certain security interest and UCC matters under Nevada law and certain security interest and UCC matters under New York law;] (xiv) [on each Subsequent Transfer Date during the Revolving Period on which Opinions of Counsel are not being provided as specified in clause [(xiii)] above, AmeriCredit and the Seller will provide to the addressees of the security interest and true sale opinions of dated as of the Closing Date the Officer’s Certificates defined in each opinion as such Officer’s Certificate relates to the Subsequent Receivables being transferred on such Subsequent Transfer Date; and] (xv) the Seller shall have delivered to the Trust Collateral Agent an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing (collectivelyconditions precedent are not satisfied with respect to any Subsequent Receivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyReceivable from the Issuer, at a price equal to the "Subsequent Transferred Property")Purchase Amount thereof, in the manner specified in [Section 4.7.]]

Conveyance of Subsequent Receivables. For value received(a) On or prior to the Distribution Date (x) in each month (beginning with the June 1997 Distribution Date) during the Revolving Period and (y) if no Early Amortization Event has occurred, in accordance the first month with respect to the CPS Purchase AgreementAmortization Period, on one or more days selected by the Servicer (each, a "Transfer Date"), the Seller does Servicer shall direct the Indenture Trustee to reinvest Available Principal Amounts remaining on deposit in the Principal Funding Account (after making the required deposit, if any, into the Reserve Account) in additional loan or lease Contracts originated and selected by MCC from its portfolio of loan and lease Contracts. Subject to the conditions set forth in paragraph (b) below on each Transfer Date, upon transfer of the applicable Subsequent Receivables from MCC to the Transferor pursuant to the Contribution and Sale Agreement and payment to the Transferor from amounts on deposit in the Principal Funding Account in an amount equal to the Principal Balance of the Subsequent Receivables being transferred on such date as of the related Subsequent Cut-off Date, the Transferor hereby selltransfers, assignassigns, transfer sets over and otherwise convey unto conveys to the PurchaserIssuer, without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), herein) all right, title and interest of the Seller Transferor in and to: to the following, whether then owned or thereafter acquired: (i) all right, title and interest of the Transferor, in and to the Subsequent CPS Receivables listed in on the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, and all monies moneys (including accrued interest) due or to become due thereon due, or received thereunder on or after the related Subsequent Cutoff Date Cut-off Date; (including Scheduled Payments due after ii) the related Subsequent Cutoff Date (including principal prepayments relating interest of the Transferor in the Financed Equipment granted by Obligors pursuant to such Scheduled PaymentsSubsequent Receivables; (iii) but received by the Seller on or before interest of the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received Transferor in any proceeds with respect to such Subsequent CPS Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health or disability insurance policies covering Financed Equipment or certificates relating to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoingEquipment; and (v) the Receivable File related to each Subsequent CPS Receivable; and (viiv) the proceeds of any and all of the foregoing foregoing. (collectively, b) The Transferor shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Transfer Date: (i) the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E (the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred PropertyTransfer Assignment"), which shall include supplements to the Schedule of Receivables listing the Subsequent Receivables; (ii) the Transferor shall, to the extent required by Section 5.02, have deposited in the Collection Account all Collections in respect of the Subsequent Receivables; (iii) as of such Transfer Date, (A) the Transferor was not insolvent and will not become insolvent as a result of the transfer of Subsequent Receivables on such Transfer Date, (B) there has been no filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Transferor or any substantial part of its property in an insolvency or other similar law now in effect or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Transferor or for any substantial part of its property, or ordering the winding up or liquidation of the Transferor's affairs which remains unstayed and in effect, (C) the Transferor did not intend to incur or believe that it would incur debts that would be beyond the Transferor's ability to pay as such debts matured, (D) such transfer was not made with actual intent to hinder, delay or defraud any Person and (E) the assets of the Transferor did not constitute unreasonably small capital to carry out its business as conducted; (iv) the Receivables then in the Trust, including the Subsequent Receivables to be conveyed to the Trust on such Transfer Date, shall meet the criteria (based on the characteristics of the Initial Receivables on the Initial Cut-off Date and the Subsequent Receivables on the respective Subsequent Cut-off Dates) specified in Section 3.01. (v) each of the representations and warranties made by the Transferor pursuant to Section 3.01 with respect to the Subsequent Receivables shall be true and correct as of such Transfer Date, and the Transferor shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vi) the Transferor shall, at its own expense, on or prior to such Transfer Date, indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Assignment have been transferred to the Issuer pursuant to this Agreement and the Subsequent Transfer Assignments; (vii) the Transferor shall have taken any action (other than delivery of the original Contracts) required to maintain the first perfected ownership or security interest of the Issuer in the Trust Estate; (viii) no selection procedures believed by the Transferor to be adverse or beneficial to the interests of the Class A Noteholders shall have been utilized in selecting the Subsequent Receivables; and (ix) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this paragraph (b). (c) The Transferor agrees to add all loan or lease Contracts originated by MCC to a Schedule of Receivables on or prior to each Transfer Date provided, however, that the Transferor's obligation hereunder shall be limited to loan or lease Contracts having an outstanding principal balance (after giving effect to the discounting of any Discounted Receivable) of not more than the funds available pursuant to Section 5.04(b)(ii)(A) to effect such purchase on such Transfer Date. Nothing herein shall be deemed to require MCC to originate any one or more loan or lease Contracts at any time.

Conveyance of Subsequent Receivables. For value received, (a) Subject to the conditions set forth in accordance with the CPS Purchase Agreementparagraph (b) below, the Seller does hereby Seller, pursuant to the mutually agreed upon terms contained herein and pursuant to one or more Subsequent Transfer Agreements, shall sell, transfer, assign, transfer and otherwise convey unto to the PurchaserTrust, without recourse (but without limitation of its obligations under the CPS Purchase in this Agreement), all of the right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due at any time paid or to become due payable thereon or in respect thereof after the related Subsequent Cutoff Date (including Scheduled Payments amounts due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies Date but received thereunder by AFL or the Seller after the related Subsequent Cutoff Date Date), an assignment of security interests of AFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Liquidation Proceeds Collateral Insurance and Recoveries received any Force-Placed Insurance relating to the Subsequent Receivables, rights of AFL or the Seller against Dealers with respect to the Subsequent Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the Receivable Files relating to the Subsequent Receivables, any and all other documents that AFL keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, the rights of the Seller under the related Subsequent Purchase Agreement, property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Subsequent CPS Receivable, and all proceeds of the foregoing. (b) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) The Seller shall have provided the Owner Trustee, the Indenture Trustee, the Security Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; Funding Period shall not have terminated; (iii) any proceeds from claims on any physical damage, credit life the Security Insurer (so long as an Insurer Default shall not have occurred and credit accident be continuing) shall in its sole and health insurance policies or certificates relating absolute discretion have given its prior written approval of the transfer of such Subsequent Receivables to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; Trust; (iv) refunds for the costs Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee and the Owner Trustee) in substantially the form of extended service contracts with respect to Financed Vehicles securing Exhibit G (the "Subsequent Transfer Agreement"), which shall include a Schedule of Subsequent Receivables listing the Subsequent CPS ReceivablesReceivables and shall specify the Spread Account Additional Deposit, refunds if any, the Requisite Reserve Amount, and the Class A-1 Holdback Amount, if any, as of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the for such Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Transfer Date; (v) the Seller shall have delivered to the Custodian the Receivable File related Files relating to each the Subsequent CPS Receivable; Receivables, and the Custodian shall have delivered to the Seller, the Owner Trustee, the Security Insurer and the Indenture Collateral Agent an acknowledgement of receipt of such Receivable Files; (vi) the proceeds Seller shall, to the extent required by Section 4.1, have deposited in the Collection Account collections in respect of the Subsequent Receivables; (vii) as of each Subsequent Transfer Date, neither AFL nor the Seller shall be insolvent nor shall either of them have been made insolvent by such transfer nor shall either of them be aware of any and all pending insolvency; (viii) the applicable Spread Account Additional Deposit for such Subsequent Transfer Date shall have been made pursuant to the Spread Account Agreement. (ix) the Reserve Amount on such Subsequent Transfer Date, after taking into account any transfers of funds from the Reserve Account to the Depositor in respect of the foregoing sale of the Subsequent Receivables to the Trust, shall be no less than the Requisite Reserve Amount for such Subsequent Transfer Date; (collectivelyx) each Rating Agency shall have notified the Seller, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyOwner Trustee, the "Subsequent Transferred Property").Indenture Trustee and the Security Insurer in writing that following such transfer the Notes will be rated in the highest short-term or long-term rating category, as applicable, by such Rating Agency; (xi) such addition will not result in a material adverse tax consequence to the Trust or the Noteholders as evidenced by an Opinion of Counsel to be delivered by the Seller;

Conveyance of Subsequent Receivables. For value received(a) Subject to ------------------------------------ satisfaction of the conditions set forth in Section 2.02(b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on the related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 8.11(a) of the Indenture to be delivered to the Seller, the Seller does hereby agree to sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, without recourse (but without limitation except as provided in Section ------- -------- 2.06), pursuant to an assignment in substantially the form of its obligations under the CPS Purchase AgreementExhibit C (a --------- "Subsequent Transfer PSA Assignment"), all right, title and interest of the ---------------------------------- Seller in in, to and to: under: (i) the Subsequent CPS Receivables listed in Retail Notes identified on the related Schedule of Retail Notes to such Subsequent CPS Receivables and, Transfer PSA Assignment delivered to the Issuer and the Related Retail Note Assets with respect to Rule those Retail Notes; (ii) the beneficial interest in the Series 200 Portfolio Assets, - including the Retail Leases identified on the Schedule of 78's Retail Leases to such Subsequent Transfer PSA Assignment delivered to the Issuer and the Related Titling Trust Assets with respect to those Retail Leases; (iii) the rights, but not the obligations, of NFC under the Lease Purchase Agreement with respect to the Retail Leases included in those Subsequent Receivables; and (iv) the rights, all monies due or but not the obligations, of the Seller under the Purchase Agreement and the Subsequent Transfer PA Assignment pursuant to become due thereon after Section 2.01 of the Purchase Agreement with respect to those Subsequent Receivables. It is the intention of the Seller that each transfer and assignment contemplated by this Section 2.02 shall constitute a sale of the related Subsequent Cutoff Date Receivables from the Seller to the Issuer and the beneficial interest in and title to the assets conveyed pursuant to the Subsequent Transfer PSA Assignment 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. Within two Business Days after each Subsequent Transfer Date, the Seller shall cause to be deposited into the Collection Account all collections (including Scheduled Payments due after from whatever source) on or with respect to the assets conveyed pursuant to the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but Transfer PSA Assignment received by the Seller on pursuant to Section 5.07 of the Purchase Agreement. The Seller intends to treat each such transfer and assignment as a sale for accounting and tax purposes. Notwithstanding the foregoing, in the event a court of competent jurisdiction determines that any such transfer and assignment did not constitute such a sale or before that such beneficial interest is a part of the Seller's estate, then (i) the Seller shall be deemed to have granted to the Issuer a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the assets conveyed pursuant to the related Subsequent Cutoff DateTransfer PSA Assignment, and the Seller hereby grants such security interest and (ii) andthe assets conveyed pursuant to such Subsequent Transfer PSA Assignment 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 such Subsequent Transfer PSA Assignment, including the immediate and continuing right to claim for, collect, receive and give receipt for lease payments and principal and interest payments in respect of the Subsequent Receivables included in the assets conveyed pursuant to such Subsequent Transfer PSA Assignment and all other monies payable under the Subsequent Receivables conveyed pursuant to such Subsequent Transfer PSA Assignment, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights, powers and options, to bring Proceedings in the name of the Seller 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 Simple Interest Receivablesthe assets conveyed pursuant to such Subsequent Transfer PSA Assignment. For purposes of such grant, all monies received thereunder after each such Subsequent Transfer PSA Assignment, together with this Agreement, shall constitute a security agreement under the UCC. (b) The Seller shall transfer to the Issuer Subsequent Receivables and the other property and rights related thereto described in Section 2.02 (a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Cutoff Date Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and all Liquidation Proceeds and Recoveries received warranties made by the Seller pursuant to Section 2.05 with respect to such Subsequent CPS Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables shall be true and any other interest correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Seller in shall have performed all obligations to be performed by it hereunder on or prior to such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; Subsequent Transfer Date; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating the Seller shall have delivered to the Financed Vehicles securing Owner Trustee, the Indenture Trustee and the Rating Agencies a duly executed Subsequent CPS Transfer PSA Assignment, including the Schedule of Retail Notes and the Schedule of Retail Leases included in such Subsequent Receivables or (which schedules shall be deemed to supplement the Obligors thereunder; existing Composite Schedule of Receivables in effect at such time); (iv) refunds the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the costs of extended service contracts with respect Reserve Account pursuant to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any Section 8.10(a) of the foregoing; Indenture; (v) the Receivable File related Seller shall, at its own expense, on or prior to each Subsequent CPS Receivable; Transfer Date indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuer pursuant to this Agreement and the related Subsequent Transfer PSA Assignment; (vi) the proceeds of Seller shall have taken any and all action required to maintain the first priority perfected ownership interest of the foregoing Issuer in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (collectivelyvii) The Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than %, (B) the weighted average remaining maturity of the Receivables --- in the Trust shall not be greater than months, (C) the aggregate -- Receivables Balance of all Receivables owing from a single Obligor shall not be more than % of the aggregate Receivables Balance of all --- Receivables in the Trust, and (D) the Aggregate Residual Value of all Receivables in the Trust shall not exceed 10% of the Aggregate Receivables Balance of all Receivables in the Trust; (viii) the Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officers' Certificate confirming the satisfaction of the conditions specified in this Section 2.02(b); (ix) the Seller shall have delivered to the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date; (x) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee written confirmation from an independent public accounting firm that, as of the applicable Subsequent Cutoff Date, such Subsequent Receivables satisfied the eligibility criteria described in Sections 3.01(a)(iv), (a)(v), (s), (t), (u), (x), and (y) of the Purchase Agreement; (xi) S&P shall have notified the Seller in writing that, following the addition of all such Subsequent Receivables to the Trust, the "Notes will be rated by S&P in the same rating category as they were rated by S&P prior to such addition; and (xii) [Each Retail Leases has been allocated to the Series 200 - Portfolio Interest in accordance with the terms of the Titling Trust Documents.] (c) The Seller covenants to transfer to the Issuer pursuant to Section 2.02(a) before the termination of the Funding Period, Subsequent Transferred CPS Property" and together Receivables with any Subsequent Transferred Samco Propertyan aggregate Starting Receivable Balance equal to $ . If on --------------- the Distribution Date on which the Funding Period ends (or, if the Funding Period does not end on a Distribution Date, the "Subsequent Transferred Property")first Distribution Date following the end of the Funding Period) the Pre-Funded Amount is equal to or greater than $100,000, the Seller shall be obligated to pay to the Issuer on the Transfer Date immediately preceding such Distribution Date an amount equal to the Noteholders' Prepayment Premium with respect to each class of Notes or such lesser amount that the Seller actually receives from NFC under Section 2.04 of the Purchase Agreement in respect of NFC's breach thereof; provided, however, that the foregoing shall be the sole remedy of the Issuer, the Owner Trustee, the Indenture Trustee and the Noteholders with respect to a failure of the Seller to comply with this covenant.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in the related on Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Transfer Agreement; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies or certificates relating to covering the related Financed Vehicles securing or Obligors and any proceeds from the liquidation of such Subsequent CPS Receivables or the Obligors thereunder; Receivables; (iv) refunds for any proceeds from any Subsequent 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 costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life related Dealer Agreement or Auto Loan Purchase and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Sale Agreement; (v) all rights under any Service Contracts on the Receivable File related to each Subsequent CPS Receivable; and Financed Vehicles: (vi) the related Receivables Files; (vii) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller's rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; (viii) the proceeds of any and all of the foregoing foregoing; (collectivelyix) all of the Seller's (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (viii); and (x) all proceeds and investments with respect to items (i) through (ix). (b) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the "Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transferred CPS Property" Transfer Date and together shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (i) the weighted average APR of the Receivables transferred to the Trust shall not be less (vi) than 17%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to such Subsequent Receivables by the amount required by the Insurer; (ii) the weighted average remaining term of the Receivables transferred to the Trust shall not be greater than 72 months; (iii) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (iv) not more than 40% (calculated by Aggregate Principal Balance) of the Receivables shall have an original term to maturity of 72 months; and (v) the weighted average AmeriCredit proprietary credit score of all 72-month loans is greater than or equal to 230; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiii) Standard & Poor's shall have confirmed in writing to the Trust Collateral Agent that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein) all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder (other than the Additional Servicing Compensation) after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of MichiganNon-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles; Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all proceeds from recourse against Dealers or Consumer Lenders with respect to the related Subsequent Receivables; (v) all of the Seller's rights, title and interest in its rights and benefits, but none of its obligations or burdens, under the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Issuer under certain circumstances and to indemnify the Issuer pursuant to the Subsequent Receivables Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the under a Subsequent CPS Receivables Receivable or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; ; (vvii) the Receivable File related to each Subsequent Receivable; (viii) 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; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secured a Subsequent Receivable that has been acquired by or on behalf of CPS or the Seller pursuant to a liquidation of such Receivable; and ; (vix) the proceeds of any and all of the foregoing; and (xi) 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Owner Trustee, the Note Insurer and the Rating Agencies with an Addition Notice not later than five Business Days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2 of this Agreement, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables then owned by the Trust shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates): (A) the weighted average APR of such Receivables will be greater than or equal to 18.07%, (B) the weighted average remaining term of such Receivables will be within a range of 21 to 72 months, (C) not more than 83.00% of the aggregate Principal Balance of such Receivables will represent financing of used Financed Vehicles, (D) not more than 1.00% of the aggregate Principal Balance of such Receivables will have an APR in excess of 24.00% and not more than 21.00% of the aggregate Principal Balance of such Receivables will have an APR of less than 16.00%, (E) none of such Receivables will have an APR in excess of 27.00%, (F) each Receivable will have a minimum APR of 7.50%; (G) each Receivable will have an original term of no more than 72 months and no more than 53.00% of the aggregate Principal Balance of such Receivables will have an original term in excess of sixty (60) months; (H) no more than 10.75% of the aggregate Principal Balance of the Receivables will be originated in Texas; (I) not less than 76.25% of the aggregate Principal Balance of the Receivables will have been purchased under the Seller's "Alpha", "Super Alpha", "Alpha Plus" or "Preferred" programs; (J) no more than 6.25% of the aggregate Principal Balance of the Receivables will have been purchased under the Seller's "First-Time Buyer" program; (K) none of the Receivables will have been originated by MFN, TFC or SeaWest or any of their respective subsidiaries; (L) no more than 3.00% of the Receivables will constitute Section 341 Receivables; and (M) the Trust, the Trustee, the Owner Trustee and the Note Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (A) through (L) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the related Subsequent Transferred CPS PropertyReceivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Owner Trust Estate and the first priority perfected security interest of the Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Note Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies, the Note Insurer and each Placement Agent an Opinion of Counsel with respect to the characterization of the transfer of such Subsequent Receivables as a "true sale", which Opinion of Counsel may be in the form of a "bring down" letter to the Opinion of Counsel delivered to the Rating Agencies, the Note Insurer and together each Placement Agent on the Closing Date, and (B) to the Trustee and each Placement Agent the Opinion of Counsel required by Section 13.2(i)(i), which Opinion of Counsel may be in the form of a "bring down" letter to the Opinion of Counsel delivered to the Trustee and each Placement Agent on the Closing Date; (xiii) each of the Seller, the Issuer and the Note Insurer shall have received verbal verification from the Rating Agencies that the addition of all such Subsequent Receivables will not result in a qualification, modification or withdrawal of the then current rating of each Class of Notes without regard to the Policy; (xiv) the Note Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved in writing the transfer of such Subsequent Receivables to the Issuer and the Note Insurer shall have been reimbursed for any fees and expenses incurred by the Note Insurer in connection with the granting of such approval; (xv) the Servicer shall instruct the Trustee to transfer the Subsequent Spread Account Deposit to the Collateral Agent with respect to the related Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Note Insurer and the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Issuer, at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2.

Conveyance of Subsequent Receivables. For value received, (a) Subject to the conditions set forth in accordance with the CPS Purchase Agreementparagraph(b) below, the Seller does hereby Seller, pursuant to the mutually agreed upon terms contained herein and pursuant to one or more Subsequent Transfer Agreements, shall sell, transfer, assign, transfer and otherwise convey unto to the PurchaserTrust, without recourse (but without limitation of its obligations under the CPS Purchase in this Agreement), all of the right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due at any time paid or to become due payable thereon or in respect thereof after the related Subsequent Cutoff Date (including Scheduled Payments amounts due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies Date but received thereunder by OFL or the Seller after the related Subsequent Cutoff Date Date), an assignment of security interests of OFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Liquidation Proceeds Collateral Insurance and Recoveries received any Force-Placed Insurance relating to the Subsequent Receivables, rights of OFL or the Seller against Dealers with respect to the Subsequent Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the Receivable Files relating to the Subsequent Receivables, any and all other documents that OFL keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, the rights of the Seller under the related Subsequent Purchase Agreement, property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Subsequent CPS Receivable, and all proceeds of the foregoing. (b) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph(a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) The Seller shall have provided the Owner Trustee, the Indenture Trustee, the Security Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; Funding Period shall not have terminated; (iii) any proceeds from claims on any physical damage, credit life the Security Insurer (so long as an Insurer Default shall not have occurred and credit accident be continuing) shall in its sole and health insurance policies or certificates relating absolute discretion have given its prior written approval of the transfer of such Subsequent Receivables to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; Trust; (iv) refunds for the costs Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee and the Owner Trustee) in substantially the form of extended service contracts with respect to Financed Vehicles securing Exhibit G (the "Subsequent Transfer Agreement"), which shall include a Schedule of Subsequent Receivables listing the Subsequent CPS ReceivablesReceivables and shall specify the Spread Account Additional Deposit, refunds if any, the Requisite Reserve Amount, and the Class A-1 Holdback Amount, if any, as of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the for such Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Transfer Date; (v) the Seller shall have delivered to the Custodian the Receivable File related Files relating to each the Subsequent CPS Receivable; Receivables, and the Custodian shall have delivered to the Seller, the Owner Trustee, the Security Insurer and the Indenture Collateral Agent an acknowledgement of receipt of such Receivable Files; (vi) the proceeds Seller shall, to the extent required by Section 4.1, have deposited in the Collection Account collections in respect of the Subsequent Receivables; (vii) as of each Subsequent Transfer Date, neither OFL nor the Seller shall be insolvent nor shall either of them have been made insolvent by such transfer nor shall either of them be aware of any and all pending insolvency; (viii) the applicable Spread Account Additional Deposit for such Subsequent Transfer Date shall have been made pursuant to the Spread Account Agreement. (ix) the Reserve Amount on such Subsequent Transfer Date, after taking into account any transfers of funds from the Reserve Account to the General Partners in respect of the foregoing sale of the Subsequent Receivables to the Trust, shall be no less than the Requisite Reserve Amount for such Subsequent Transfer Date; (collectivelyx) each Rating Agency shall have notified the Seller, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyOwner Trustee, the Indenture Trustee and the Security Insurer in writing that following such transfer the Notes and the Certificates will be rated in the highest short-term or long-term rating category, as applicable, by such Rating Agency; (xi) such addition will not result in a material adverse tax consequence to the Trust, the Noteholders or the Certificateholders as evidenced by an Opinion of Counsel to be delivered by the Seller; (xii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xiii) the Seller shall have delivered to the Rating Agencies and to the Security Insurer one or more Opinions of Counsel with respect to the transfer of the Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to such Persons on the Closing Date; (A) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on each related Subsequent Cutoff Date): (1) the weighted average APR of such Receivables will not be less than 14.50%, (2) the weighted average remaining term of such Receivables will not be greater than 67 months nor less than 63 months, (3) not more than 85% of the Aggregate Principal Balances of such Receivables will represent loans secured by used Financed Vehicles, (4) not more than 50% of the Aggregate Principal Balance of such Receivables will represent Receivables originated under OFL's "Classic" program, (5) not more than 2% of the Aggregate Principal Balance of such Receivables will have an APR in excess of 21%, (6) not more than 0.25% of the Aggregate Principal Balance of such Receivables will represent loans in excess of $50,000.00, (7) not more than 3.0% of the Aggregate Principal Balance of such Receivables will represent loans with original terms greater than 72 months and (8) not more than 5.0% of the Aggregate Principal Balance of such Receivables will represent loans secured by Financed Vehicles that previously secured a loan originated by OFL with an obligor other than the current Obligor, and (B) the Trust, the Owner Trustee, the Indenture Trustee and the Security Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of such criteria; (xv) the Seller shall have taken any action necessary or, if requested by the Security Insurer, advisable to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Collateral Agent in the Indenture Collateral; and (xvi) no selection procedures adverse to the interests of the Certificateholders or the Noteholders shall have been utilized in selecting the Subsequent Transferred Property")Receivables. (c) On such Subsequent Transfer Date, if all the conditions specified in paragraph (b) above have been satisfied, the Trust shall accept the transfer of such Subsequent Receivables and shall pay to the Seller from the Pre-Funding Account an amount equal to (i) the Principal Balance as of the related Subsequent Cutoff Date of the Subsequent Receivables transferred to the Trust as of such date, minus (ii) the Spread Account Additional Deposit, if any, for such Subsequent Transfer Date, minus (iii) the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount as of such Subsequent Transfer Date, and minus (iv) the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date. (d) The Seller covenants to transfer to the Trust pursuant to paragraph(a) above Subsequent Receivables with an aggregate Principal Balance equal to $195,396,126.43; PROVIDED, HOWEVER, that the sole remedy of the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a failure of such covenant shall be to enforce the provisions of Sections 2.3(c) and 6.2 of the Closing Date Purchase Agreement, Section 2.4(c) hereof (with respect to Class A-1 Holdback Amounts) and Section 4.7(c) hereof, Section 10.01(b) of the Indenture and Section 5.2 of the Trust Agreement with respect to payment of the Certificate Prepayment Premium, Class A-1 Prepayment Premium, Class A-2 Prepayment Premium, Class A-3 Prepayment Premium, Class A-4 Prepayment Premium and Class A-5 Prepayment Premium.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: to whether now owned or existing or hereinafter acquired: (i) the Subsequent CPS Receivables listed in on Schedule A to the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, Transfer Agreement and all monies due or to become due moneys received thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies covering the related Financed Vehicles or certificates Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent 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; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller’s rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the Financed Vehicles securing property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii). (b) The Seller shall transfer to the Issuer the Subsequent CPS Receivables and the Subsequent Other Conveyed Property only upon the satisfaction of each of the following conditions on or prior to the Obligors thereunder; related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than three days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement and Subsequent Purchase Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) refunds for as of each Subsequent Transfer Date, (A) neither AmeriCredit nor the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life Seller shall be insolvent and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such shall not become insolvent as a Financed Vehicle and any recourse to Dealers for any result of the foregoing; transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) neither AmeriCredit nor the Seller shall intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of AmeriCredit of the Seller, as the case may be, shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Receivable File related to each Subsequent CPS Receivable; and Revolving Period shall not have terminated; (vi) the proceeds Receivables transferred to the Trust pursuant hereto shall meet the following criteria as such information is provided to the Trust Collateral Agent by the Servicer: (A) the remaining term of each Receivable transferred to the Trust shall not be greater than 72 months; (B) the original term of each Receivable transferred to the Trust shall not be more than 72 months; (C) each Receivable had a remaining Principal Balance of at least $250 and not more than $80,000; (D) each of the Receivables has an Annual Percentage Rate of at least 1% and not more than 33%; (E) none of the Receivables transferred to the Trust was more than 30 days past due; (F) no funds have been advanced by AmeriCredit, any Dealer, any Third-Party Lender, or anyone acting on behalf of any of them in order to cause any Receivable transferred to the Trust to qualify under clause (E) above; (G) each Obligor had a billing address in the United States as of the date of origination of the Receivables transferred to the Trust, is a natural person and is not an Affiliate of any party to this Agreement; (H) each Receivable transferred to the Trust is denominated in, and each Contract provides for payment in, United States dollars; (I) each Receivable transferred to the Trust is identified on the Servicer’s master servicing records as an automobile installment sales contract or installment note; (J) each Receivable transferred to the Trust arises under a Contract which is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under this Agreement, including, without limitation, its right to review the Contract; and (K) each Receivable transferred to the Trust arises under a Contract with respect to which AmeriCredit has performed all obligations required to be performed by it thereunder, and, in the event such Contract is an installment sales contract, delivery of the Financed Vehicle to the related Obligor has occurred. In addition after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, all Receivables transferred to the Trust pursuant hereto on or prior to that Subsequent Transfer Date shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (S) not more than 50% of the Receivables transferred to the Trust (calculated by Aggregate Principal Balance) has an original term to maturity of 72 months; (T) the weighted average APR of the Receivables transferred to the Trust shall not be less than 16.75%; (U) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses (as of the Initial Cutoff Date for the Initial Receivables and the related Subsequent Cutoff Dates for the Subsequent Receivables) are in Texas and California; (V) the Receivables’ weighted average AmeriCredit score must be equal to or greater than 235; (W) not more than 15% of the Receivables will have AmeriCredit scores of 219 or below; (X) not more than 3% of the Receivables will have AmeriCredit scores of 214 or below; (Y) the sum of the initial Principal Balances of all Receivables secured by new Financed Vehicles may not be less than 20% of the aggregate initial Principal Balance of all Receivables transferred to the Trust; and (Z) any variation in the overall composition or characteristics of the Initial Receivables and the pool of Receivables as a whole after giving effect to the transfer of the Subsequent Receivables on such Subsequent Transfer Date shall not be material; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date and each of the conditions under the Subsequent Purchase Agreement will have been satisfied or waived as provided therein; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first priority perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not, for federal income tax purposes, cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation, create a reissuance of the Notes or cause the Notes that were characterized as debt at the time of their issuance to fail to qualify as debt; (xii) on the sixth Distribution Date during the Revolving Period and, if later, on the final Distribution Date during the Revolving Period, the Seller shall have delivered to the Rating Agencies and the Insurer Opinions of Counsel with respect to the transfer of all Subsequent Receivables that have been transferred to the Trust (A) since the Closing Date (with respect to the Opinions of Counsel delivered on such sixth Distribution Date or on the final Distribution Date of the Revolving Period if such Distribution Date precedes the sixth Distribution Date) or (B) since such sixth Distribution Date (with respect to the Opinions of Counsel delivered on the final Distribution Date if such Distribution Date occurs after the sixth Distribution Date), in each case substantially in the form of the Opinions of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date with respect to certain true sale, non-consolidation and bankruptcy matters, certain security interest and UCC matters under Delaware law, certain security interest and UCC matters under Nevada law and certain security interest and UCC matters under New York law; (xiii) on each Subsequent Transfer Date during the Revolving Period on which Opinions of Counsel are not being provided as specified in clause (xii) above, AmeriCredit and the Seller will provide to the addressees of the security interest and true sale opinions of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP dated as of the Closing Date the Officer’s Certificates defined in each opinion as such Officer’s Certificate relates to the Subsequent Receivables being transferred on such Subsequent Transfer Date; and (xiv) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing (collectivelyconditions precedent are not satisfied with respect to any Subsequent Receivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyReceivable from the Trust, at a price equal to the "Subsequent Transferred Property")Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIndenture Trustee's delivery on the related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 9.10 of the Indenture, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Trust without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein): (i) all right, title title, and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect I to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating Transfer Assignment, which Schedule I shall be deemed a supplement to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect Schedule A to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; this Agreement; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables Receivables; (iii) any Liquidation Proceeds and any other proceeds from claims or refunds of premiums on any physical damage, lender's single interest, credit life, disability and hospitalization insurance policies covering such Financed Vehicles or Obligors related to the Subsequent Receivables; (iv) the interest of the Seller in such Financed Vehiclesany proceeds from recourse to Dealers related to the Subsequent Receivables; (v) all documents contained in the Receivable Files for the Subsequent Receivables; (vi) all monies paid and all monies due, includingincluding Accrued Interest, without limitation, as of and after the certificates of title orapplicable Subsequent Cutoff Date, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) 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 Subsequent CPS Receivables held by the Servicer or the Obligors thereunder; Seller (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect but excluding Accrued Interest paid prior to such a Financed Vehicle and any recourse to Dealers for any of the foregoingSubsequent Transfer Date); and (v) the Receivable File related to each Subsequent CPS Receivable; and (vivii) the proceeds of any and all of the foregoing foregoing. (collectivelyb) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (A) the Seller shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Assignment, which shall include a Schedule I listing the Subsequent Receivables conveyed to the Trust on such date, and which Schedule I shall be deemed a supplement to Schedule A to this Agreement; (B) the Seller shall have deposited in the Collection Account, to the extent required by Section 3.02(a)(vi), all collections in respect of the Subsequent Receivables; (C) as of each Subsequent Transfer Date, (1) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (2) the Seller shall not intend to incur or believe that it will incur debts that would be beyond its ability to pay as such debts mature, (3) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (4) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (D) the Funding Period shall not have terminated; (E) As of the Subsequent Transfer Date, after giving effect to the transfer of Subsequent Receivables on such Subsequent Transfer Date, the "Receivables shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Transferred CPS Property" Receivables on their respective Subsequent Cutoff Dates): (1) not more than 80% of the Principal Balances of the Receivables shall represent used vehicles; (2) the weighted average Contract Rate of the Receivables shall not be less than 13.30%; (3) the weighted average remaining term (as of the Subsequent Cutoff Date) of the Receivables shall not be greater than 76 months; (4) not more than 12% of the aggregate principal balance of the Receivables will have been originated in the State of Texas; and together (5) no Receivable will have a final Scheduled Payment due later than June 30, 2008; (F) The Indenture Trustee shall have received written confirmation from a firm of independent certified public accountants that the Receivables, as of the date specified therein, meet the criteria specified in paragraph (E) above. (G) each of the representations and warranties made by the Seller provided pursuant to the first paragraph of Section 7.01 of this Agreement with respect to the Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (H) the Seller and/or Servicer shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables identified in Schedule I to the Subsequent Transfer Assignment have been sold to the Trust pursuant to this Agreement; (I) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Trust property, other than causing the certificates of title with respect to the Financed Vehicles to be endorsed or otherwise amended to identify the Trust as the new secured party; (J) no selection procedures believed by the Seller to be adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables; (K) the addition of any such Subsequent Receivables shall not result in a material adverse federal tax consequence to the Trust or the Noteholders; (L) the prior written consent of the Insurer shall have been obtained; (M) the Seller shall have delivered to the Indenture Trustee an Officers' Certificate in substantially the form of Annex A hereto, and UAC shall have delivered to the Indenture Trustee an Officer's Certificate in substantially the form of Annex B hereto; (N) the Seller shall have delivered to the Indenture Trustee, the Insurer and the Rating Agencies a statement listing the aggregate Principal Balance of the Subsequent Receivables conveyed to the Trust on such Subsequent Transfer Date and any other information reasonably requested by any of the foregoing with respect to such Subsequent Receivables; and (O) the Seller shall have delivered (x) to the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables stating that the Subsequent Receivables have been duly and validly assigned and delivered by the Seller to the Trust under this Agreement and (y) to the Indenture Trustee and the Insurer the Opinion of Counsel required by Section 17.02(i); and (P) the Rating Agency Condition shall have been satisfied. The Seller covenants that in the event any of the foregoing conditions identified in this Section 3.02(b) are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable conveyed by the Seller to the Trust on or prior to the date specified above, the "Seller will immediately repurchase, or cause its designee to repurchase, such Subsequent Transferred Property")Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner specified in Section 7.02. (c) During the Funding Period, the Seller shall sell to the Trust, and the Trust shall purchase from the Seller, Subsequent Receivables having an aggregate principal balance equal to not more than the Initial Pre-Funded Amount to the extent that such Subsequent Receivables are available. The Seller covenants to transfer to the Trust, pursuant to the preceding sentence, Subsequent Receivables with an aggregate Principal Balance equal to the Initial Pre-Funded Amount. In the event that the Seller shall fail to deliver and sell to the Trust any or all of such Subsequent Receivables, any funds remaining in the Pre-Funding Account shall be distributed in accordance with Section 9.10 of the Indenture to the Noteholders on the Payment Date next following the end of the Funding Period. The foregoing shall be the sole remedy of the Trust or the Noteholders with respect to a failure of the Seller to comply with such covenant.

Conveyance of Subsequent Receivables. For value received, Subject to the satisfaction of the conditions set forth in accordance with Section 2.11 of the CPS Asset Purchase Agreement, the Seller does hereby Originator may at its option (but shall not be obligated to) sell, transfer, assign, transfer set over and otherwise convey unto to Funding (by delivery of an executed Subsequent Purchase Agreement substantially in the Purchaserform attached as EXHIBIT B hereto), without recourse other than as expressly provided in the Transaction Documents (but without limitation and in consideration of its obligations under Funding's concurrent transfer of property, by exchange of one or more related Receivables released by the CPS Purchase Agreement)Purchaser to Funding on the Subsequent Transfer Date, in the case of a Subsequent Receivable which is a Substitute Receivable) all the right, title and interest of the Seller Originator in and to: to the following (the property in clauses (i) - (vi) below, collectively upon such transfer, becoming part of the "RECEIVABLES AND RELATED ASSETS"): (i) the Subsequent CPS Receivables listed identified in the related Schedule of Subsequent CPS Receivables andAddition Notice, with respect to Rule of 78's Receivables, and all Collections thereon and monies due or to become due thereon in payment of such Subsequent Receivables after the applicable Cutoff Date; (ii) the Intervals related to such Subsequent Cutoff Date Receivables, including all proceeds from any sale or other disposition of such Interval; (including Scheduled Payments due after iii) the related Subsequent Cutoff Date Receivable Files; (including principal prepayments relating iv) all payments made or to such Scheduled Payments) but received by be made in the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received future with respect to such Receivables or the Obligor thereunder under any guarantee or similar credit enhancement with respect to such Receivables; (v) all Insurance Proceeds with respect to each such Subsequent CPS ReceivablesReceivable; and (iivi) all income from and proceeds of the security interests in foregoing. To the Financed Vehicles granted extent that the property delivered by Obligors pursuant Funding to the Originator in exchange for the Subsequent CPS Receivables and related Receivables and related Assets being conveyed has a value less than the fair market value of such Subsequent Receivables and related Receivables and related Assets, the difference shall be deemed a capital contribution by the Originator to Funding in respect of such Subsequent Receivables. Any such sale, transfer, assignment, set-over and conveyance shall not constitute and is not intended to result in a creation or an assumption by Funding (or any other interest assignee thereof) of any obligation of the Seller Originator in connection with such Financed VehiclesReceivables and related Assets, or any agreement or instrument relating thereto, including, without limitation, the certificates of title orany obligation to any Obligor or any other Person, or (i) any taxes, fees, or other charges imposed by any Governmental Authority and (ii) any insurance premiums which remain owing with respect to Financed Vehicles in any such Receivable at the State of Michigan, other evidence of ownership with respect time such Receivable is conveyed hereunder; PROVIDED THAT Funding (or any assignee thereof) shall be required to Financed Vehicles; deliver (iiior cause to be delivered) 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 applicable Obligor the Subsequent CPS Receivables or the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to deed evidencing such a Financed Vehicle and any recourse to Dealers for any Obligor's Interval upon payment in full of the foregoing; (v) the Receivable File related to each Subsequent CPS Receivable; and (vi) the proceeds of any and all of the foregoing (collectivelyconditional sales contract, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property")if applicable.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein) all right, title and interest of the Seller in in, to and to: under: (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of MichiganNon-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles; Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all proceeds from recourse against Dealers or Consumer Lenders with respect to the related Subsequent Receivables; (v) all of the Seller’s rights and benefits, but none of its obligations or burdens, under the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Issuer under certain circumstances and to indemnify the Issuer pursuant to the Subsequent Receivables Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her an Obligor’s obligations with respect to such a Subsequent Receivable or Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; ; (vvii) the Receivable File related to each Subsequent Receivable; (viii) all amounts and property from time to time held in or credited to the Collection Account, the Pre-Funding Account, the Series 2011-C Spread Account and the Principal Distribution Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secured a Subsequent Receivable that has been acquired by or on behalf of CPS or the Seller pursuant to a liquidation of such Receivable; and (x) all present and (vi) 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Subsequent Receivables and all the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Owner Trustee and each Rating Agency with an Addition Notice not later than five Business Days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (collectivelyii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be rendered insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the "Receivables then owned by the Trust shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Transferred CPS Property" Receivables on the related Subsequent Cutoff Dates): (A) the weighted average APR of such Receivables will be greater than or equal to 20.05%, (B) the weighted average remaining term of such Receivables will be within a range of 12 to 72 months, (C) not more than 91.00% of the aggregate Principal Balance of such Receivables will represent financing of used Financed Vehicles, (D) not more than 1.00% of the aggregate Principal Balance of such Receivables will have an APR in excess of 26.00% and together not more than 17.50% of the aggregate Principal Balance of such Receivables will have an APR of less than 18.00%; (E) each Receivable will have an APR between 9.45% and 28.00%; (F) each Receivable will have an original term of no more than 72 months and no more than 47.75% of the aggregate Principal Balance of such Receivables will have an original term in excess of sixty (60) months; (G) no more than 9.75% of the aggregate Principal Balance of such Receivables will have been originated in Texas; (H) no more than 16.50% of the aggregate Principal Balance of such Receivables will have been originated in California; (I) not less than 76.50% of the aggregate Principal Balance of such Receivables will have been purchased under the Seller’s “Alpha,” “Super Alpha,” “Alpha Plus” or “Preferred” programs; (J) no more than 6.10% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s First Time Buyer program; (K) no more than 6.10% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Delta program; (L) none of such Receivables will have been originated by Fireside, MFN, TFC, SeaWest, Fireside or their respective subsidiaries; (M) no more than 5.00% of the aggregate Principal Balance of such Receivables will constitute Section 341 Receivables; (N) none of such Receivables will have an LTV in excess of 142.0%; (O) the weighted average LTV of such Receivables will be less than or equal to 115.1%; and (P) the Trust, the Trustee and the Owner Trustee shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (A) through (O) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the related Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Owner Trust Estate and the first priority perfected security interest of the Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Placement Agent an Opinion of Counsel with respect to the characterization of the transfer of such Subsequent Receivables as a “true sale”, which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Rating Agencies and the Placement Agent on the Closing Date, and (B) to the Trustee and the Placement Agent the Opinion of Counsel required by Section 13.2(i)(i), which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Trustee and the Placement Agent on the Closing Date; (xiii) each of the Seller and the Issuer shall have received verbal verification from the Rating Agencies that the addition of all such Subsequent Receivables will not result in a qualification, modification or withdrawal of the then current rating of each Class of Notes; (xiv) the Servicer shall instruct the Trustee to transfer the Subsequent Spread Account Deposit to the Series 2011-C Spread Account with respect to the related Subsequent Receivables transferred on such Subsequent Transfer Date; and (xv) the Seller shall have delivered to the Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Issuer, at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2.

Conveyance of Subsequent Receivables. For value received, in accordance with In consideration of the CPS Purchase Agreement, Issuer’s delivery to or upon the order of the Seller of $ _________ the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, without recourse (but without limitation of its obligations under except as expressly provided in the CPS Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: : (ia) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables andand all moneys received thereon, with respect to Rule of 78's Receivables, all monies due or to become due thereon on and after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect ; Back to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Contents (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, ; (c) any proceeds and the certificates of title or, right to receive proceeds with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect Subsequent Receivables from claim and the right to Financed Vehicles; (iii) any receive proceeds from claims on any physical damage, credit life and credit accident and health or disability insurance policies or certificates relating to the covering Financed Vehicles securing or Obligors and any proceeds from the liquidation of such Subsequent CPS Receivables or the Obligors thereunder; Receivables; (ivd) refunds for the costs of extended service contracts any proceeds with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds Receivables 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 unearned premiums with respect to credit life a breach of representation or warranty in the related Dealer Agreement or Auto Loan Agreement and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing Sale Agreement; (e) all rights under any Service Contracts on the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; related Finance Vehicles; (vf) the related Receivable File related to each Subsequent CPS Receivable; and Files; (vig) the proceeds of any and all of the foregoing Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Subsequent Purchase Agreement, including the Seller’s rights under the Subsequent Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Subsequent Purchase Agreement, on or after the Subsequent Cutoff Date; (collectivelyh) all of the Seller’s (a) Accounts, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property(b) Chattel Paper, the "Subsequent Transferred Property").(c) Documents,

Conveyance of Subsequent Receivables. For value received, in accordance with In consideration of the CPS Purchase AgreementIssuer's delivery to or upon the order of the Seller of $____________, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, without recourse (but without limitation of its obligations under except as expressly provided in the CPS Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: : (ia) all right, title and interest of the Seller in and to the Subsequent CPS Receivables listed in the related Schedule of A to this Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the Subsequent Cutoff Date; (iib) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; ; (iiic) all right, title and interest of the Seller in and to 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 Subsequent CPS Receivables or the Obligors thereunder; ; (ivd) all right, title and interest of the Seller in and to the Subsequent Purchase Agreements, including a direct right to cause CPS to purchase Receivables from the Trust under certain circumstances; (e) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the under a Subsequent CPS Receivables Receivable or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (vf) the Receivable File related to each Subsequent CPS Receivable; and ; (vig) the proceeds of any and all of the foregoing; (h) all present and future claims, demands, causes and choices in action in respect of any or all of the foregoing (collectivelyand 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Subsequent Transfer Agreement shall constitute a sale of the Subsequent Receivables and Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to the Subsequent 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 not to be a sale, this Subsequent Transferred CPS Property" Transfer Agreement shall constitute a grant of a security interest in the property referred to in this Section 3 for the benefit of the Securityholders and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property")Note Insurer.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in Section 2.02(b), in accordance with consideration of the CPS Purchase Trustee's delivery on behalf of the Trust, to or upon the order of the Seller, of the purchase price for the Subsequent Receivables, in each case as described below and set forth in the related Transfer Agreement, the Seller does hereby shall on each Subsequent Transfer Date sell, assigntransfer, transfer assign and otherwise convey unto to the PurchaserTrustee for the benefit of the Certificateholders, without recourse (but without limitation of its subject to the Seller's obligations under the CPS Purchase Agreement), herein): (i) all right, title and interest of the Seller in and to: to the Subsequent Receivables listed on Schedule A to the related Transfer Agreement, and all monies due thereon and paid thereon or in respect thereof (including proceeds of the repurchase of such Subsequent Receivables by the Seller pursuant to Section 12.02 or 21.02 of the Standard Terms and Conditions or the purchase of such Subsequent Receivables by the Servicer pursuant to Section 13.07 or 21.02 of the Standard Terms and Conditions) on or after the related Subsequent Cutoff Date; (ii) the interest of the Seller in the security interests in the related Financed Vehicles granted by the related Obligors pursuant to such Subsequent Receivables; (iii) the interest of the Seller in any Liquidation Proceeds, in any proceeds of any physical damage insurance policies covering the related Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to such Subsequent Receivables or the related Obligors; (iv) the interest of the Seller in any proceeds from Dealer repurchase obligations relating to such Subsequent Receivables; and (v) all proceeds of the foregoing. The purchase price to be paid by the Trust on each Subsequent Transfer Date for the Subsequent Receivables so sold shall be set forth in the related Transfer Agreement and shall be paid from monies released from the Pre-Funding Account pursuant to Section 14.09(b) of the Standard Terms and Conditions. Such purchase price shall equal the aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date. (b) The Seller shall transfer to the Trustee the Subsequent Receivables and the other property and rights related thereto described in Section 2.02 (a) only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Subsequent CPS Receivables listed Seller shall have timely provided the Trustee and each Rating Agency with a written Addition Notice, in substantially the related Schedule form of Subsequent CPS Receivables andExhibit E hereto, and shall have provided any information reasonably requested by any of the foregoing with respect to Rule the Subsequent Receivables; (ii) the Seller shall have delivered to the Trustee an executed Transfer Agreement in substantially the form of 78's ReceivablesExhibit B to the Standard Terms and Conditions, which shall include a list of the Subsequent Receivables so transferred; (iii) the Seller shall have caused the Servicer to deposit in the Certificate Account all monies due collections on or to become due thereon in respect of the Subsequent Receivables received on or after the related Subsequent Cutoff Date (including Scheduled Payments due after but prior to the related Subsequent Cutoff Date Transfer Date; provided, however, that for so long as (including principal prepayments relating A) Fleetwood Credit shall be the Servicer and (B) the Servicer shall be entitled pursuant to such Scheduled Payments) but received by Section 14.02 of the Standard Terms and Conditions to remit collections on a monthly rather than daily basis, the Seller shall cause the Servicer to deposit such collections in the Certificate Account on or before the Business Day immediately preceding the Distribution Date immediately succeeding the related Subsequent Cutoff Transfer Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) refunds for as of each Subsequent Transfer Date, neither the costs Servicer nor the Seller was insolvent nor will either of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to them have been made insolvent by such a Financed Vehicle and any recourse to Dealers for transfer nor is any of the foregoing; them aware of any pending insolvency; (v) such addition will not result in a material adverse federal or California tax consequence to the Receivable File related to each Subsequent CPS Receivable; and Trust or the Certificateholders; (vi) the proceeds of any and all of the foregoing (collectively, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property").Funding Period shall not have terminated;

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIndenture Trustee's delivery on the related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 9.10 of the Indenture, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Trust without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein): (i) all right, title title, and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect I to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating Transfer Assignment, which Schedule I shall be deemed a supplement to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect Schedule A to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; this Agreement; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables Receivables; (iii) any Liquidation Proceeds and any other proceeds from claims or refunds of premiums on any physical damage, lender's single interest, credit life, disability and hospitalization insurance policies covering such Financed Vehicles or Obligors related to the Subsequent Receivables; (iv) the interest of the Seller in such Financed Vehiclesany proceeds from recourse to Dealers related to the Subsequent Receivables; (v) all documents contained in the Receivable Files for the Subsequent Receivables; (vi) all monies paid and all monies due, includingincluding Accrued Interest, without limitation, as of and after the certificates of title orapplicable Subsequent Cutoff Date, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) 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 Subsequent CPS Receivables held by the Servicer or the Obligors thereunder; Seller (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect but excluding Accrued Interest paid prior to such a Financed Vehicle and any recourse to Dealers for any of the foregoingSubsequent Transfer Date); and (v) the Receivable File related to each Subsequent CPS Receivable; and (vivii) the proceeds of any and all of the foregoing foregoing. (collectivelyb) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (A) the Seller shall have delivered to the Owner Trustee a duly executed Subsequent Transfer Assignment, which shall include a Schedule I listing the Subsequent Receivables conveyed to the Trust on such date, and which Schedule I shall be deemed a supplement to Schedule A to this Agreement; (B) the Seller shall have deposited in the Collection Account, to the extent required by Section 3.02(a)(vi), all collections in respect of the Subsequent Receivables; (C) as of each Subsequent Transfer Date, (1) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (2) the Seller shall not intend to incur or believe that it will incur debts that would be beyond its ability to pay as such debts mature, (3) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (4) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (D) the Funding Period shall not have terminated; (E) as of the Subsequent Transfer Date, after giving effect to the transfer of Subsequent Receivables on such Subsequent Transfer Date, the "Receivables shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Transferred CPS Property" Receivables on their respective Subsequent Cutoff Dates): (1) not more than 75% of the Principal Balances of the Receivables shall represent used vehicles; (2) the weighted average Contract Rate of the Receivables shall not be less than 11.75%; (3) the weighted average remaining term (as of the Subsequent Cutoff Date) of the Receivables shall not be greater than 73 months; (4) not more than 12% of the aggregate principal balance of the Receivables will have been originated in the State of Texas; and together (5) no Receivable will have a final Scheduled Payment due later than January 31, 2009; (F) the Indenture Trustee shall have received written confirmation from a firm of independent certified public accountants that the Receivables, as of the date specified therein, meet the criteria specified in paragraph (E) above. (G) each of the representations and warranties made by the Seller provided pursuant to the first paragraph of Section 7.01 of this Agreement with respect to the Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (H) the Seller and/or Servicer shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables identified in Schedule I to the Subsequent Transfer Assignment have been sold to the Trust pursuant to this Agreement; (I) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Trust property, other than causing the certificates of title with respect to the Financed Vehicles to be endorsed or otherwise amended to identify the Trust as the new secured party; (J) no selection procedures believed by the Seller to be adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables; (K) the addition of any such Subsequent Receivables shall not result in a material adverse federal tax consequence to the Trust or the Noteholders; (L) the prior written consent of the Insurer shall have been obtained; (M) the Seller shall have delivered to the Indenture Trustee an Officers' Certificate in substantially the form of Annex A hereto, and UAC shall have delivered to the Indenture Trustee an Officer's Certificate in substantially the form of Annex B hereto; (N) the Seller shall have delivered to the Indenture Trustee, the Insurer and the Rating Agencies a statement listing the aggregate Principal Balance of the Subsequent Receivables conveyed to the Trust on such Subsequent Transfer Date and any other information reasonably requested by any of the foregoing with respect to such Subsequent Receivables; and (O) the Seller shall have delivered (x) to the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables stating that the Subsequent Receivables have been duly and validly assigned and delivered by the Seller to the Trust under this Agreement and (y) to the Indenture Trustee and the Insurer the Opinion of Counsel required by Section 17.02(i); and (P) the Rating Agency Condition shall have been satisfied. The Seller covenants that in the event any of the foregoing conditions identified in this Section 3.02(b) are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable conveyed by the Seller to the Trust on or prior to the date specified above, the "Seller will immediately repurchase, or cause its designee to repurchase, such Subsequent Transferred Property")Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner specified in Section 7.02. (c) During the Funding Period, the Seller shall sell to the Trust, and the Trust shall purchase from the Seller, Subsequent Receivables having an aggregate principal balance equal to not more than the Initial Pre-Funded Amount to the extent that such Subsequent Receivables are available. The Seller covenants to transfer to the Trust, pursuant to the preceding sentence, Subsequent Receivables with an aggregate Principal Balance approximately equal to the Initial Pre-Funded Amount. In the event that the Seller shall fail to deliver and sell to the Trust any or all of such Subsequent Receivables, any funds remaining in the Pre-Funding Account shall be distributed in accordance with Section 9.10 of the Indenture to the Noteholders on the Payment Date next following the end of the Funding Period. The foregoing shall be the sole remedy of the Trust or the Noteholders with respect to a failure of the Seller to comply with such covenant.

Conveyance of Subsequent Receivables. For value received, (a) Subject to the conditions set forth in accordance with the CPS Purchase Agreementparagraph (b) below, the Seller does hereby Seller, pursuant to the mutually agreed upon terms contained herein and pursuant to one or more Subsequent Transfer Agreements, shall sell, transfer, assign, transfer and otherwise convey unto to the PurchaserTrust, without recourse (but without limitation of its obligations under the CPS Purchase in this Agreement), all of the right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due at any time paid or to become due payable thereon or in respect thereof after the related Subsequent Cutoff Date (including Scheduled Payments amounts due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies Date but received thereunder by AFL or the Seller after the related Subsequent Cutoff Date Date), an assignment of security interests of AFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Liquidation Proceeds Collateral Insurance and Recoveries received any Force-Placed Insurance relating to the Subsequent Receivables, rights of AFL or the Seller against Dealers with respect to the Subsequent Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the Receivable Files relating to the Subsequent Receivables, any and all other documents that AFL keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, the rights of the Seller under the related Subsequent Purchase Agreement, property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Subsequent CPS Receivable, and all proceeds of the foregoing. (b) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) The Seller shall have provided the Owner Trustee, the Indenture Trustee, the Security Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; Funding Period shall not have terminated; (iii) any proceeds from claims on any physical damage, credit life the Security Insurer (so long as an Insurer Default shall not have occurred and credit accident be continuing) shall in its sole and health insurance policies or certificates relating absolute discretion have given its prior written approval of the transfer of such Subsequent Receivables to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; Trust; (iv) refunds for the costs Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee and the Owner Trustee) in substantially the form of extended service contracts with respect to Financed Vehicles securing Exhibit G (the "Subsequent Transfer Agreement"), which shall include a Schedule of Subsequent Receivables listing the Subsequent CPS ReceivablesReceivables and shall specify the Spread Account Additional Deposit, refunds if any, the Requisite Reserve Amount, and the Class A-1 Holdback Amount, if any, as of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the for such Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Transfer Date; (v) the Seller shall have delivered to the Custodian the Receivable File related Files relating to each the Subsequent CPS Receivable; Receivables, and the Custodian shall have delivered to the Seller, the Owner Trustee, the Security Insurer and the Indenture Collateral Agent an acknowledgement of receipt of such Receivable Files; (vi) the proceeds Seller shall, to the extent required by Section 4.1, have deposited in the Collection Account collections in respect of the Subsequent Receivables; (vii) as of each Subsequent Transfer Date, neither AFL nor the Seller shall be insolvent nor shall either of them have been made insolvent by such transfer nor shall either of them be aware of any and all pending insolvency; (viii) the applicable Spread Account Additional Deposit for such Subsequent Transfer Date shall have been made pursuant to the Spread Account Agreement. (ix) the Reserve Amount on such Subsequent Transfer Date, after taking into account any transfers of funds from the Reserve Account to the Depositor in respect of the foregoing sale of the Subsequent Receivables to the Trust, shall be no less than the Requisite Reserve Amount for such Subsequent Transfer Date; (collectivelyx) each Rating Agency shall have notified the Security Insurer that following such transfer the Notes will be rated in the highest short-term or long-term rating category, as applicable, by such Rating Agency; (xi) such addition will not result in a material adverse tax consequence to the Trust or the Noteholders as evidenced by an Opinion of Counsel to be delivered by the Seller; (xii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xiii) the Seller shall have delivered to the Rating Agencies and to the Security Insurer one or more Opinions of Counsel with respect to the transfer of the Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to such Persons on the Closing Date; (A) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on each related Subsequent Cutoff Date): (1) the weighted average APR of such Receivables will not be less than 16.31%, (2) the weighted average remaining term of such Receivables will not be greater than 67 months nor less than 63 months, (3) not more than 90% of the Aggregate Principal Balance of such Receivables will represent loans secured by used Financed Vehicles, (4) not more than 73% of the Aggregate Principal Balance of such Receivables will represent Receivables originated under AFL's "Classic" program (excluding loans for the purchase of repossessed automobiles that would otherwise be deemed originated under the "Classic" program), (5) not more than 4% of the Aggregate Principal Balance of such Receivables will be attributable to Receivables with an APR in excess of 21%, (6) not more than 0.25% of the Aggregate Principal Balance of such Receivables will represent loans in excess of $50,000.00, (7) not more than 3.0% of the Aggregate Principal Balance of such Receivables will represent loans with original terms greater than 72 months and (8) not more than 4.0% of the Aggregate Principal Balance of such Receivables will represent loans secured by Financed Vehicles that previously secured a loan originated by AFL with an obligor other than the current Obligor, and (B) the Trust, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyOwner Trustee, the "Subsequent Transferred Property").Indenture Trustee and the Security Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of such criteria;

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: to whether now owned or existing or hereinafter acquired: (i) the Subsequent CPS Receivables listed in on Schedule A to the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, Transfer Agreement and all monies due or to become due moneys received thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies covering the related Financed Vehicles or certificates Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent 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; (v) all rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller’s rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the Financed Vehicles securing property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii). (b) The Seller shall transfer to the Issuer the Subsequent CPS Receivables and the Subsequent Other Conveyed Property only upon the satisfaction of each of the following conditions on or prior to the Obligors thereunder; related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement and Subsequent Purchase Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) refunds for as of each Subsequent Transfer Date, (A) neither AmeriCredit nor the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life Seller shall be insolvent and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such shall not become insolvent as a Financed Vehicle and any recourse to Dealers for any result of the foregoing; transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) neither AmeriCredit nor the Seller shall intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of AmeriCredit or the Seller, as the case may be, shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Receivable File related to each Subsequent CPS Receivable; and Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the proceeds Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (A) the remaining term of each Receivable transferred to the Trust shall not be greater than 72 months; (B) the original term of each Receivable transferred to the Trust shall not be more than 72 months; (C) not more than 50% of the Receivables transferred to the Trust (calculated by aggregate Principal Balance) has an original term to maturity of 72 months; (D) each Receivable had a remaining Principal Balance of at least $250 and not more than $80,000; (E) each of the Receivables has an Annual Percentage Rate of at least 1% and not more than 33%; (F) the weighted average APR of the Receivables transferred to the Trust shall not be less than 16.75%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to the Subsequent Receivables by the amount required by the Insurer; (G) none of the Receivables transferred to the Trust was more than 30 days past due; (H) no funds have been advanced by AmeriCredit, any Dealer, any Third-Party Lender, or anyone acting on behalf of any of them in order to cause any Receivable transferred to the Trust to qualify under clause (G) above; (I) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (J) each Obligor had a billing address in the United States as of the date of origination of the Receivables transferred to the Trust, is a natural person and is not an Affiliate of any party to this Agreement; (K) each Receivable transferred to the Trust is denominated in, and each Contract provides for payment in, United States dollars; (L) each Receivable transferred to the Trust is identified on the Servicer’s master servicing records as an automobile installment sales contract or installment note; (M) each Receivable transferred to the Trust arises under a Contract which is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under this Agreement, including, without limitation, its right to review the Contract; (N) each Receivable transferred to the Trust arises under a Contract with respect to which AmeriCredit has performed all obligations required to be performed by it thereunder, and, in the event such Contract is an installment sales contract, delivery of the Financed Vehicle to the related Obligor has occurred and (O) any variation in the overall composition or characteristics of the Initial Receivables and the pool of Receivables as a whole after giving effect to the transfer of the Subsequent Receivables on such Subsequent Transfer Date shall not be material; Back to Contents (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date and each of the conditions under the Subsequent Purchase Agreement will have been satisfied or waived as provided therein; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first priority perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) for federal income tax purposes, the addition of any such Subsequent Receivables shall not cause the Notes to fail to qualify as indebtedness or cause the Issuer to be characterized as an association (or publicly traded partnership) taxable as a corporation; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Insurer Opinions of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiii) Standard & Poor’s shall have confirmed in writing to the Trust Collateral Agent that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer or cause to be transferred the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing (collectivelyconditions precedent are not satisfied with respect to any Subsequent Receivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyReceivable from the Trust, at a price equal to the "Subsequent Transferred Property")Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received, in accordance with (a) Subject to paragraph (b) below and the CPS Purchase terms and conditions of this Agreement, the Seller does Company hereby sellsells, assigntransfers, transfer assigns and otherwise convey unto conveys to the PurchaserTrust, without recourse (but without limitation of its obligations under this Agreement): (1) all of the CPS Purchase Agreement), all right, title and interest of the Seller Company in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, and all monies due or to become due thereon received thereunder or in respect thereof after the related Subsequent Cutoff Date including amounts due on or before the Subsequent Cutoff Date but received by Triad, the Company or the Trust after the Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries recoveries received with respect to such Subsequent CPS Receivables); and (ii2) all of the right, title and interest of Triad and the Company in and to (i) the security interests of Triad and the Company in the related Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of Triad and the Seller Company in the related Financed Vehicles, including the certificates of title with respect to such Financed Vehicles, including, without limitation(ii) the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the certificates Obligors or the related Financed Vehicles, including rebates or refunds of title orpremiums relating to the Subsequent Receivables, (iii) the rights of Triad and the Company against Dealers with respect to Financed Vehicles in the State Subsequent Receivables under the Dealer Agreements and the Dealer Assignments, (iv) the rights of Michigan, other evidence of ownership Triad and the Company against Correspondents with respect to Financed Vehicles; the Subsequent Receivables under the Correspondent Agreements and the Correspondent Assignments, (iiiv) all items contained in the related Receivable Files and any proceeds from claims and all other documents that Triad keeps on any physical damage, credit life and credit accident and health insurance policies or certificates file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles securing Vehicles, (vi) property (including the right to receive future Liquidation Proceeds) that secures any of the Subsequent CPS Receivables and that has been acquired by or on behalf of the Company or the Obligors thereunder; Trust pursuant to the liquidation of any such Receivable, (ivvii) the rights of the Company under the Subsequent Receivables Purchase Agreement, (viii) all funds on deposit from time to time in the Collection Account, the Note Distribution Account, the Pre-Funding Account and the Capitalized Interest Account, including all income thereon and proceeds thereof, (ix) all of the right, title and interest of the Company in and to refunds for the costs of extended service contracts with respect to the Financed Vehicles securing and (x) all proceeds and investments of any of the foregoing, 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 of the foregoing. (b) The Company shall transfer to the Issuer the Subsequent CPS ReceivablesReceivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Company shall have provided the Indenture Trustee, refunds the Owner Trustee, the Insurer and the Rating Agencies with (i) an Addition Notice not later than seven (7) Business Days prior to such Subsequent Transfer Date, (ii) an electronic transmission of unearned premiums the information on the related Subsequent Receivables set forth in such Addition Notice and (iii) any other information reasonably requested by any of the foregoing with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables; (ii) the Company shall have delivered to the Owner Trustee, the Insurer and the Indenture Trustee a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Company shall, to the extent required by SECTION 3.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Company shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Company shall not intend to incur or his believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or her obligations defraud any Person and (D) the assets of the Company shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Indenture Trustee by the Servicer: (a) the weighted average APR of such Receivables transferred to the Trust shall not be less than one percent less than the weighted average APR of the Initial Receivables on the Initial Cutoff Date, unless, with the prior consent of the Rating Agencies and the Insurer, the Company increases the Reserve Account Initial Deposit with respect to such Subsequent Receivables by the amount required by the Insurer; (b) the weighted average remaining term of the Receivables transferred to the Trust shall not be greater than [ ] months nor less than [ ] months; (c) not more than [ ]% of the aggregate Principal Balance of such Receivables will represent financing of used Financed Vehicles; (d) the APR is not less than [ ]% nor more than [ ]%; (e) not more than [ ]% of the aggregate Principal Balance of such Receivables will represent Receivables designated in Credit Tier 3, not more than [ ]% of the aggregate Principal Balance of the Receivables will represent Receivables designated in Credit Tier 4, not more than [ ]% of the aggregate Principal Balance of the Receivables will represent Receivables designated in Credit Tier 5 and not more than [ ]% of the aggregate Principal Balance of the Receivables will represent Receivables designated in Credit Tier 6; (f) no such Receivable will represent financing of a Financed Vehicle and any recourse to Dealers for any which is older than a [ ] model year; (g) not more than [ ]% of the foregoingaggregate Principal Balance of such Receivables have been conveyed to Triad pursuant to Correspondent Assignments, and not more than [ ]% of the aggregate Principal Balance of such Receivables have been conveyed to Triad by any one Correspondent; additionally, the Trust, the Indenture Trustee, the Owner Trustee and the Insurer shall have received a written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (va) through (f); (vii) each of the representations and warranties made by the Company pursuant to SECTION 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Company shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Receivable File deposit into the Reserve Account of the amounts required by Section 3.01(c) of the Reserve Account Agreement; (ix) the Company shall deliver or have previously delivered the related Receivables Files to each the Custodian, and the Custodian shall acknowledge the receipt of such files by delivery of a certificate in form of Exhibit C hereto. (x) the Company shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Trustee in the Indenture Collateral pledged under the Indenture; (xi) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent CPS Receivable; Receivables; (xii) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xiii) the Company shall cause to be delivered (A) to the Rating Agencies, the Insurer and the Owner Trustee Opinions of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (viB) to the Indenture Trustee the Opinion of Counsel required by Section 11.2(j) regarding true sale, non-consolidation, perfection and other matters satisfactory in form and in substance to the Insurer; (xiv) each Rating Agency shall have confirmed in writing to the Indenture Trustee and the Insurer that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xv) the proceeds Insurer (so long as an Insurer Default shall not have occurred and be continuing), in its absolute and sole discretion, shall have approved in writing to the Indenture Trustee the transfer of any and all such Subsequent Receivables to the Trust; (xvi) the Company shall have received a reasonably equivalent value in exchange for the sale of the foregoing Subsequent Receivables; (collectively, xvii) the "Subsequent Transferred CPS Property" Company shall have delivered to the Insurer and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property"Indenture Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b).

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein) all right, title and interest of the Seller in in, to and to: under: (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of MichiganNon-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles; Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all proceeds from recourse against Dealers or Consumer Lenders with respect to the related Subsequent Receivables; (v) all of the Seller’s rights and benefits, but none of its obligations or burdens, under the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Issuer under certain circumstances and to indemnify the Issuer pursuant to the Subsequent Receivables Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her an Obligor’s obligations with respect to such a Subsequent Receivable or Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; ; (vvii) the Receivable File related to each Subsequent Receivable; (viii) all amounts and property from time to time held in or credited to the Collection Account, the Pre-Funding Account, the Series 2012-A Spread Account and the Principal Distribution Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secured a Subsequent Receivable that has been acquired by or on behalf of CPS or the Seller pursuant to a liquidation of such Receivable; and (x) all present and (vi) 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Subsequent Receivables and all the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Owner Trustee and each Rating Agency with an Addition Notice not later than five Business Days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (collectivelyii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be rendered insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the "Receivables then owned by the Trust shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Transferred CPS Property" Receivables on the related Subsequent Cutoff Dates): (A) the weighted average APR of such Receivables will be greater than or equal to 19.25%, (B) the weighted average remaining term of such Receivables will be within a range of 12 to 72 months, (C) not more than 87.00% of the aggregate Principal Balance of such Receivables will represent financing of used Financed Vehicles, (D) not more than 1.00% of the aggregate Principal Balance of such Receivables will have an APR in excess of 26.00% and together not more than 18.15% of the aggregate Principal Balance of such Receivables will have an APR of less than 17.00%; (E) each Receivable will have an APR between 3.25% and 30.00%; (F) each Receivable will have an original term of no more than 72 months and no more than 54.00% of the aggregate Principal Balance of such Receivables will have an original term in excess of sixty (60) months; (G) no more than 11.50% of the aggregate Principal Balance of such Receivables will have been originated in Texas; (H) no more than 15.75% of the aggregate Principal Balance of such Receivables will have been originated in California; (I) not less than 75.00% of the aggregate Principal Balance of such Receivables will have been purchased under the Seller’s “Alpha,” “Super Alpha,” “Alpha Plus” or “Preferred” programs; (J) no more than 8.00% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s First Time Buyer program; (K) no more than 8.50% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Delta program; (L) none of such Receivables will have been originated by Fireside, MFN, TFC, SeaWest, Fireside or their respective subsidiaries; (M) no more than 4.50% of the aggregate Principal Balance of such Receivables will constitute Section 341 Receivables; (N) none of such Receivables will have an LTV in excess of 145.50%; (O) the weighted average LTV of such Receivables will be less than or equal to 114.25%; and (P) the Trust, the Trustee and the Owner Trustee shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (A) through (O) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the related Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Owner Trust Estate and the first priority perfected security interest of the Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and each Placement Agent an Opinion of Counsel with respect to the characterization of the transfer of such Subsequent Receivables as a “true sale”, which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Rating Agencies and each Placement Agent on the Closing Date, and (B) to the Trustee and each Placement Agent the Opinion of Counsel required by Section 13.2(i)(i), which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Trustee and each Placement Agent on the Closing Date; (xiii) each of the Seller and the Issuer shall have received verbal verification from the Rating Agencies that the addition of all such Subsequent Receivables will not result in a qualification, modification or withdrawal of the then current rating of each Class of Notes; (xiv) the Servicer shall instruct the Trustee to transfer the Subsequent Spread Account Deposit to the Series 2012-A Spread Account with respect to the related Subsequent Receivables transferred on such Subsequent Transfer Date; and (xv) the Seller shall have delivered to the Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Issuer, at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in on Schedule A to the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, Transfer Agreement and all monies due or to become due moneys received thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies or certificates relating to covering the related Financed Vehicles securing or Obligors and any proceeds from the liquidation of such Subsequent CPS Receivables or the Obligors thereunder; Receivables, net of those reimbursable liquidation expenses set forth in Article IV; (iv) refunds for any proceeds from any Subsequent 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 costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life related Dealer Agreement or Auto Loan Purchase and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Sale Agreement; (v) all rights under any Service Contracts on the Receivable File related to each Subsequent CPS Receivable; and Financed Vehicles: (vi) the related Receivables Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller’s rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; (viii) the proceeds of any and all of the foregoing foregoing; (collectivelyix) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (viii); and (x) all proceeds and investments with respect to items (i) through (ix). (b) The Seller shall transfer to the Issuer the Subsequent Receivables and the Subsequent Other Conveyed Property only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the "Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transferred CPS Property" Transfer Date and together shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (A) the remaining term of each Receivable transferred to the Trust shall not be greater than 72 months; (B) the original term of each Receivable transferred to the Trust shall not be more than 72 months; (C) not more than 40% of the Receivables transferred to the Trust (calculated by Aggregate Principal Balance) has an original term to maturity of 72 months; (D) each Receivable had a remaining Principal Balance of at least $250 and not more than $80,000; (E) each of the Receivables has an Annual Percentage Rate of at least 1% and not more than 33%; (F) the weighted average APR of the Receivables transferred to the Trust shall not be less than 16.75%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to the Subsequent Receivables by the amount required by the Insurer; (G) none of the Receivables transferred to the Trust was more than 30 days past due; (H) no funds have been advanced by AmeriCredit, any Dealer, any Third-Party Lender, or anyone acting on behalf of any of them in order to cause any Receivable transferred to the Trust to qualify under clause (G) above; (I) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (J) each Obligor had a billing address in the United States as of the date of origination of the Receivables transferred to the Trust, is a natural person and is not an Affiliate of any party to this Agreement; (K) each Receivable transferred to the Trust is denominated in, and each Contract provides for payment in, United States dollars; (L) each Receivable transferred to the Trust is identified on the Servicer’s master servicing records as an automobile installment sales contract or installment note; (M) each Receivable transferred to the Trust arises under a Contract which is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under this Agreement, including, without limitation, its right to review the Contract; (N) each Receivable transferred to the Trust arises under a Contract with respect to which AmeriCredit has performed all obligations required to be performed by it thereunder, and, in the event such Contract is an installment sales contract, delivery of the Financed Vehicle to the related Obligor has occurred and (O) any variation in the overall composition or characteristics of the Initial Receivables and the pool of Receivables as a whole after giving effect to the transfer of the Subsequent Receivables on such Subsequent Transfer Date shall not be material; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first priority perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiii) Standard & Poor’s shall have confirmed in writing to the Trust Collateral Agent that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received, (a) Subject to the conditions set forth in accordance with the CPS Purchase Agreementparagraph (b) below, the Seller does hereby Seller, pursuant to the mutually agreed upon terms contained herein and pursuant to one or more Subsequent Transfer Agreements, shall sell, transfer, assign, transfer and otherwise convey unto to the PurchaserTrust, without recourse (but without limitation of its obligations under the CPS Purchase in this Agreement), all of the right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due at any time paid or to become due payable thereon or in respect thereof after the related Subsequent Cutoff Date (including Scheduled Payments amounts due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies Date but received thereunder by AFL or the Seller after the related Subsequent Cutoff Date Date), an assignment of security interests of AFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Liquidation Proceeds Collateral Insurance and Recoveries received any Force-Placed Insurance relating to the Subsequent Receivables, rights of AFL or the Seller against Dealers with respect to the Subsequent Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the Receivable Files relating to the Subsequent Receivables, any and all other documents that AFL keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, the rights of the Seller under the related Subsequent Purchase Agreement, property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Subsequent CPS Receivable, and all proceeds of the foregoing. (b) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) The Seller shall have provided the Owner Trustee, the Indenture Trustee, the Security Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; Funding Period shall not have terminated; (iii) any proceeds from claims on any physical damage, credit life the Security Insurer (so long as an Insurer Default shall not have occurred and credit accident be continuing) shall in its sole and health insurance policies or certificates relating absolute discretion have given its prior written approval of the transfer of such Subsequent Receivables to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; Trust; (iv) refunds for the costs Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee and the Owner Trustee) in substantially the form of extended service contracts with respect to Financed Vehicles securing Exhibit G (the "Subsequent Transfer Agreement"), which shall include a Schedule of Subsequent Receivables listing the Subsequent CPS ReceivablesReceivables and shall specify the Spread Account Additional Deposit, refunds if any, the Requisite Reserve Amount, and the Class A-1 Holdback Amount, if any, as of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the for such Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Transfer Date; (v) the Seller shall have delivered to the Custodian the Receivable File related Files relating to each the Subsequent CPS Receivable; Receivables, and the Custodian shall have delivered to the Seller, the Owner Trustee, the Security Insurer and the Indenture Collateral Agent an acknowledgement of receipt of such Receivable Files; (vi) the proceeds Seller shall, to the extent required by Section 4.1, have deposited in the Collection Account collections in respect of the Subsequent Receivables; (vii) as of each Subsequent Transfer Date, neither AFL nor the Seller shall be insolvent nor shall either of them have been made insolvent by such transfer nor shall either of them be aware of any and all pending insolvency; (viii) the applicable Spread Account Additional Deposit for such Subsequent Transfer Date shall have been made pursuant to the Spread Account Agreement. (ix) the Reserve Amount on such Subsequent Transfer Date, after taking into account any transfers of funds from the Reserve Account to the Depositor in respect of the foregoing sale of the Subsequent Receivables to the Trust, shall be no less than the Requisite Reserve Amount for such Subsequent Transfer Date; (collectivelyx) each Rating Agency shall have notified the Seller, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyOwner Trustee, the Indenture Trustee and the Security Insurer in writing that following such transfer the Notes will be rated in the highest short-term or long-term rating category, as applicable, by such Rating Agency; (xi) such addition will not result in a material adverse tax consequence to the Trust or the Noteholders as evidenced by an Opinion of Counsel to be delivered by the Seller; (xii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xiii) the Seller shall have delivered to the Rating Agencies and to the Security Insurer one or more Opinions of Counsel with respect to the transfer of the Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to such Persons on the Closing Date; (A) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on each related Subsequent Cutoff Date): (1) the weighted average APR of such Receivables will not be less than 14.75%, (2) the weighted average remaining term of such Receivables will not be greater than 67 months nor less than 63 months, (3) not more than 87% of the Aggregate Principal Balances of such Receivables will represent loans secured by used Financed Vehicles, (4) not more than 52% of the Aggregate Principal Balance of such Receivables will represent Receivables originated under AFL's "Classic" program, (5) not more than 2% of the Aggregate Principal Balance of such Receivables will have an APR in excess of 21%, (6) not more than 0.25% of the Aggregate Principal Balance of such Receivables will represent loans in excess of $50,000.00, (7) not more than 3.0% of the Aggregate Principal Balance of such Receivables will represent loans with original terms greater than 72 months and (8) not more than 5.0% of the Aggregate Principal Balance of such Receivables will represent loans secured by Financed Vehicles that previously secured a loan originated by AFL with an obligor other than the current Obligor, and (B) the Trust, the Owner Trustee, the Indenture Trustee and the Security Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of such criteria; (xv) the Seller shall have taken any action necessary or, if requested by the Security Insurer, advisable to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Collateral Agent in the Indenture Collateral; and (xvi) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Transferred Property")Receivables. (c) On such Subsequent Transfer Date, if all the conditions specified in paragraph (b) above have been satisfied, the Trust shall accept the transfer of such Subsequent Receivables and shall pay to the Seller from the Pre-Funding Account an amount equal to (i) the Principal Balance as of the related Subsequent Cutoff Date of the Subsequent Receivables transferred to the Trust as of such date, minus (ii) the Spread Account Additional Deposit, if any, for such Subsequent Transfer Date, minus (iii) the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount as of such Subsequent Transfer Date, and minus (iv) the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date. (d) The Seller covenants to transfer to the Trust pursuant to paragraph(a) above Subsequent Receivables with an aggregate Principal Balance equal to $233,522,236.50; PROVIDED, HOWEVER, that the sole remedy of the Trust, the Owner Trustee, the Indenture Trustee or the Noteholders with respect to a failure of such covenant shall be to enforce the provisions of Sections 2.3(c) and 6.2 of the Closing Date Purchase Agreement, Section 2.4(c) hereof (with respect to Class A-1 Holdback Amounts) and Section 4.7(c) hereof, Section 10.01(b) of the Indenture and Section 5.2 of the Trust Agreement with respect to payment of the Class A-1 Prepayment Premium, Class A-2 Prepayment Premium, Class A-3 Prepayment Premium, Class A-4 Prepayment Premium and Class A-5 Prepayment Premium.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein) all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder (other than the Additional Servicing Compensation) after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of MichiganNon-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles; Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all proceeds from recourse against Dealers with respect to the related Subsequent Receivables; (v) all of the Seller's rights, title and interest in its rights and benefits, but none of its obligations or burdens, under the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Issuer under certain circumstances and to indemnify the Issuer pursuant to the Subsequent Receivables Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the under a Subsequent CPS Receivables Receivable or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (vvii) the Receivable File related to each Subsequent Receivable; (viii) 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; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secured a Subsequent Receivable that has been acquired by or on behalf of CPS or the Seller pursuant to a liquidation of such Receivable; and ; (vix) the proceeds of any and all of the foregoing; and (xi) 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Owner Trustee, the Note Insurer and the Rating Agencies with an Addition Notice not later than five Business Days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2 of this Agreement, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables then owned by the Trust shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates): (A) the weighted average APR of such Receivables will be greater than or equal to 18.08%, (B) the weighted average remaining term of such Receivables will be within a range of 20 to 72 months, (C) not more than 85.25% of the aggregate Principal Balance of such Receivables will represent financing of used Financed Vehicles, (D) not more than 1.00% of the aggregate Principal Balance of such Receivables will have an APR in excess of 24.00%, (E) none of such Receivables will have an APR in excess of 30.00%, (F) each Receivable will have a minimum APR of 9.00%; (G) each Receivable will have an original term of no more than 72 months and no more than 51.50% of the aggregate Principal Balance of such Receivables will have an original term in excess of sixty (60) months; (H) no more than 11.00% of the aggregate Principal Balance of the Receivables will be originated in Texas; (I) not less than 74.50% of the aggregate Principal Balance of the Receivables will have been purchased under the Seller's "Alpha", "Super Alpha", "Alpha Plus" or "Preferred" programs; (J) no more than 7.00% of the aggregate Principal Balance of the Receivables will have been purchased under the Seller's "First-Time Buyer" program; (K) none of the Receivables will have been originated by MFN, TFC or SeaWest or any of their respective subsidiaries; (L) no more than 3.00% of the Receivables will constitute Section 341 Receivables; and (M) the Trust, the Trustee, the Owner Trustee and the Note Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (A) through (L) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the related Subsequent Transferred CPS PropertyReceivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Owner Trust Estate and the first priority perfected security interest of the Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Note Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies, the Note Insurer and each Placement Agent an Opinion of Counsel with respect to the characterization of the transfer of such Subsequent Receivables as a "true sale", which Opinion of Counsel may be in the form of a "bring down" letter to the Opinion of Counsel delivered to the Rating Agencies, the Note Insurer and together each Placement Agent on the Closing Date, and (B) to the Trustee and each Placement Agent the Opinion of Counsel required by Section 13.2(i)(i), which Opinion of Counsel may be in the form of a "bring down" letter to the Opinion of Counsel delivered to the Trustee and each Placement Agent on the Closing Date; (xiii) each of the Seller, the Issuer and the Note Insurer shall have received verbal verification from the Rating Agencies that the addition of all such Subsequent Receivables will not result in a qualification, modification or withdrawal of the then current rating of each Class of Notes without regard to the Policy; (xiv) the Note Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved in writing the transfer of such Subsequent Receivables to the Issuer and the Note Insurer shall have been reimbursed for any fees and expenses incurred by the Note Insurer in connection with the granting of such approval; (xv) the Servicer shall instruct the Trustee to transfer the Subsequent Spread Account Deposit to the Collateral Agent with respect to the related Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Note Insurer and the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Issuer, at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein): (i) all right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; ; (iii) all right, title and interest of the Seller in and to 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all right, title and interest of the Seller in and to the Subsequent Purchase Agreements, including a direct right to cause CPS to purchase Subsequent Receivables from the Trust under certain circumstances; (v) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Vehicle under a Subsequent CPS Receivables Receivable or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (vvi) the Receivable File related to each Subsequent CPS Receivable; and ; (vivii) the proceeds of any and all of the foregoing; and (viii) all present and future claims, demands, causes and choices 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the "Owner Trustee, the Note Insurer and the Rating Agencies with an Addition Notice not later than three days prior to such Subsequent Transferred Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2 of this Agreement, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables then owned by the Trust shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates): (a) the weighted average APR of such Receivables will not be less than 0.25% below the weighted average APR of the Initial Receivables on the Cutoff Date, (b) the weighted average remaining term of such Receivables will be within a range of 12 to 72 months, (c) not more than 90% of the aggregate principal balance of such Receivables will represent financing of used Financed Vehicles and (d) no fewer than 50 % of the Subsequent Receivables will be originated under the CPS Property" alpha program, (e) not more than 8% of the Subsequent Receivables will be originated under the CPS delta program, (f) not more than 5.25% of the Subsequent Receivables will be originated under the CPS first time buyer program and together (g) no fewer than 20% and no more than 30% of the Subsequent Receivables will be originated under the CPS standard program, and the Trust, the Trustee, the Owner Trustee and the Note Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (a) through (g) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Owner Trust Estate and the first priority perfected security interest of the Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Securityholders or the Note Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Note Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Note Insurer on the Closing Date and (B) to the Trustee the Opinion of Counsel required by Section 13.2(i)(i); (xiii) each Rating Agency shall have confirmed that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Note Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Issuer and the Note Insurer shall have been reimbursed for any fees and expenses incurred by the Note Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Note Insurer, the Owner Trustee and the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Issuer, at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in on Schedule A to the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, Transfer Agreement and all monies due or to become due moneys received thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies or certificates relating to covering the related Financed Vehicles securing or Obligors and any proceeds from the liquidation of such Subsequent CPS Receivables or the Obligors thereunder; Receivables; (iv) refunds for any proceeds from any Subsequent 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 costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life related Dealer Agreement or Auto Loan Purchase and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Sale Agreement; (v) all rights under any Service Contracts on the Receivable File related to each Subsequent CPS Receivable; and Financed Vehicles: (vi) the related Receivables Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller’s rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; (viii) the proceeds of any and all of the foregoing foregoing; (collectivelyix) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (viii); and (x) all proceeds and investments with respect to items (i) through (ix). (b) The Seller shall transfer to the Issuer the Subsequent Receivables and the Subsequent Other Conveyed Property only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the "Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transferred CPS Property" Transfer Date and together shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (i) the weighted average APR of the Subsequent Receivables transferred to the Trust shall not be less than 15.75%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to such Subsequent Receivables by the amount required by the Insurer; (ii) the weighted average remaining term of the Receivables transferred to the Trust shall not be greater than 72 months; (iii) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; and (iv) any variation in the composition or characteristics of the Receivables shall not be material; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiii) Standard & Poor’s shall have confirmed in writing to the Trust Collateral Agent that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received, (a) Subject to the conditions set forth in accordance with the CPS Purchase Agreementparagraph (b) below, the Seller does hereby Seller, pursuant to the mutually agreed upon terms contained herein and pursuant to one or more Subsequent Transfer Agreements, shall sell, transfer, assign, transfer and otherwise convey unto to the PurchaserTrust, without recourse (but without limitation of its obligations under the CPS Purchase in this Agreement), all of the right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due at any time paid or to become due payable thereon or in respect thereof after the related Subsequent Cutoff Date (including Scheduled Payments amounts due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies Date but received thereunder by AFL or the Seller after the related Subsequent Cutoff Date Date), an assignment of security interests of AFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Liquidation Proceeds Collateral Insurance and Recoveries received any Force-Placed Insurance relating to the Subsequent Receivables, rights of AFL or the Seller against Dealers with respect to the Subsequent Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the Receivable Files relating to the Subsequent Receivables, any and all other documents that AFL keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, the rights of the Seller under the related Subsequent Purchase Agreement, property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Subsequent CPS Receivable, and all proceeds of the foregoing. (b) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) The Seller shall have provided the Owner Trustee, the Indenture Trustee, the Security Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; Funding Period shall not have terminated; (iii) any proceeds from claims on any physical damage, credit life the Security Insurer (so long as an Insurer Default shall not have occurred and credit accident be continuing) shall in its sole and health insurance policies or certificates relating absolute discretion have given its prior written approval of the transfer of such Subsequent Receivables to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; Trust; (iv) refunds for the costs Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee and the Owner Trustee) in substantially the form of extended service contracts with respect to Financed Vehicles securing Exhibit G (the "Subsequent Transfer Agreement"), which shall include a Schedule of Subsequent Receivables listing the Subsequent CPS ReceivablesReceivables and shall specify the Spread Account Additional Deposit, refunds if any, the Requisite Reserve Amount, and the Class A-1 Holdback Amount, if any, as of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the for such Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Transfer Date; (v) the Seller shall have delivered to the Custodian the Receivable File related Files relating to each the Subsequent CPS Receivable; Receivables, and the Custodian shall have delivered to the Seller, the Owner Trustee, the Security Insurer and the Indenture Collateral Agent an acknowledgment of receipt of such Receivable Files; (vi) the proceeds Seller shall, to the extent required by Section 4.1, have deposited in the Collection Account collections in respect of the Subsequent Receivables; (vii) as of each Subsequent Transfer Date, neither AFL nor the Seller shall be insolvent nor shall either of them have been made insolvent by such transfer nor shall either of them be aware of any and all pending insolvency; (viii) the applicable Spread Account Additional Deposit for such Subsequent Transfer Date shall have been made pursuant to the Spread Account Agreement. (ix) the Reserve Amount on such Subsequent Transfer Date, after taking into account any transfers of funds from the Reserve Account to the Depositor in respect of the foregoing sale of the Subsequent Receivables to the Trust, shall be no less than the Requisite Reserve Amount for such Subsequent Transfer Date; (collectivelyx) each Rating Agency shall have notified the Security Insurer that following such transfer the Notes will be rated in the highest short-term or long-term rating category, as applicable, by such Rating Agency; (xi) such addition will not result in a material adverse tax consequence to the Trust or the Noteholders as evidenced by an Opinion of Counsel to be delivered by the Seller; (xii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xiii) the Seller shall have delivered to the Rating Agencies and to the Security Insurer one or more Opinions of Counsel with respect to the transfer of the Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to such Persons on the Closing Date; (A) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on each related Subsequent Cutoff Date): (1) the weighted average APR of such Receivables will not be less than 16.14%, (2) the weighted average remaining term of such Receivables will not be greater than 67 months nor less than 60 months, (3) not more than 90% of the Aggregate Principal Balance of such Receivables will represent loans secured by used Financed Vehicles, (4) not more than 3% of the Aggregate Principal Balance of such Receivables will be attributable to Receivables with an APR in excess of 21%, (5) not more than 0.25% of the Aggregate Principal Balance of such Receivables will represent loans in excess of $50,000.00, (6) not more than 3% of the Aggregate Principal Balance of such Receivables will represent loans with original terms greater than 72 months and (7) not more than 2.0% of the Aggregate Principal Balance of such Receivables will represent loans secured by Financed Vehicles that previously secured a loan originated by AFL with an obligor other than the current Obligor, and (B) the Trust, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyOwner Trustee, the "Indenture Trustee and the Security Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of such criteria; (xv) the Seller shall have taken any action necessary or, if requested by the Security Insurer, advisable to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Collateral Agent in the Indenture Collateral; and (xvi) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Transferred Property")Receivables. (c) On such Subsequent Transfer Date, if all the conditions specified in paragraph (b) above have been satisfied, the Trust shall accept the transfer of such Subsequent Receivables and shall pay to the Seller from the Pre-Funding Account an amount equal to (i) the Principal Balance as of the related Subsequent Cutoff Date of the Subsequent Receivables transferred to the Trust as of such date, minus (ii) the Spread Account Additional Deposit, if any, for such Subsequent Transfer Date, minus (iii) the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount as of such Subsequent Transfer Date, and minus (iv) the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date. (d) The Seller covenants to transfer to the Trust pursuant to paragraph (a) above Subsequent Receivables with an aggregate Principal Balance equal to $62,080,545.25; PROVIDED, HOWEVER, that the sole remedy of the Trust, the Owner Trustee, the Indenture Trustee or the Noteholders with respect to a failure of such covenant shall be to enforce the provisions of Sections 2.3(c) and 6.2 of the Closing Date Purchase Agreement, Section 2.4(c) hereof (with respect to Class A-1 Holdback Amounts) and Section 4.7(c) hereof, Section 10.01(b) of the Indenture and Section 5.2 of the Trust Agreement with respect to payment of the Class A-1 Prepayment Premium, Class A-2 Prepayment Premium and Class A-3 Prepayment Premium.

Conveyance of Subsequent Receivables. For value received, in accordance with In consideration of the CPS Purchase AgreementIssuer's delivery to or upon the order of the Seller of $34,500,000.00, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, without recourse (but without limitation of its obligations under except as expressly provided in the CPS Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: : (ia) all right, title and interest of the Seller in and to the Subsequent CPS Receivables listed in the related Schedule of A to this Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the Subsequent Cutoff Date; (iib) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; ; (iiic) all right, title and interest of the Seller in and to 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 Subsequent CPS Receivables or the Obligors thereunder; ; (ivd) all right, title and interest of the Seller in and to the Subsequent Purchase Agreements, including a direct right to cause CPS to purchase Receivables from the Trust under certain circumstances; (e) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the under a Subsequent CPS Receivables Receivable or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (vf) the Receivable File related to each Subsequent CPS Receivable; and ; (vig) the proceeds of any and all of the foregoing; (h) all present and future claims, demands, causes and choices in action in respect of any or all of the foregoing (collectivelyand 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Subsequent Transfer Agreement shall constitute a sale of the Subsequent Receivables and Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to the Subsequent 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 not to be a sale, this Subsequent Transferred CPS Property" Transfer Agreement shall constitute a grant of a security interest in the property referred to in this Section 3 for the benefit of the Securityholders and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property")Note Insurer.

Conveyance of Subsequent Receivables. For value received, in accordance with (a) During the CPS Purchase AgreementFunding Period, the Seller does hereby sellDepositor shall sell to the Trust, assignand the Trust shall purchase from the Depositor, transfer Subsequent Receivables having an aggregate principal balance equal to the Initial Pre-Funded Amount to the extent that such Subsequent Receivables are available. During the Funding Period, on each Subsequent Transfer Date, subject to the POOLING AND SERVICING AGREEMENT conditions described below, the Depositor will sell and otherwise convey unto assign to the PurchaserTrust, without recourse (but without limitation of its obligations under the CPS Purchase Agreement), all right, title and Depositor's entire interest of the Seller in and to: (i) the Subsequent CPS Receivables listed in designated by the related Schedule Depositor as of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the and identified in a schedule attached to an assignment related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received Subsequent Receivables executed on such date by the Seller Depositor. Upon the conveyance of Subsequent Receivables to the Trust on a Subsequent Transfer Date, (i) the aggregate principal balance of the Receivables in the Trust will increase in an amount equal to the aggregate principal balances of the Subsequent Receivables and (ii) an amount equal to the aggregate principal balance of such Subsequent Receivables will be withdrawn from the Pre-Funding Account and paid to the Depositor. (b) Any conveyance of Subsequent Receivables is subject to the satisfaction, on or before the related Subsequent Transfer Date, of the following conditions precedent: (i) the Depositor shall have delivered to the Trustee a duly executed written assignment in substantially the form of Exhibit E (the "SUBSEQUENT TRANSFER ASSIGNMENT"), which shall include supplements to Schedule A of the Agreement listing the Subsequent Receivables; (ii) the Depositor shall have deposited in the Collection Account all collections received in respect of the Subsequent Receivables after the applicable Cutoff Date; (iii) as of each Subsequent Transfer Date, the Depositor shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, nor is it aware of any pending insolvency; (iv) the Funding Period shall not have terminated; (v) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria: (A) not more than _____% of the Principal Balances of the Receivables in the Trust will represent financing of used vehicles; (B) the weighted average Note Rate of the Receivables will not be less than _____%; (C) the weighted average remaining term (as of the Subsequent Cutoff Date) andof the Receivables shall not be greater than _____ months; and (D) no Subsequent Receivable will have a final Scheduled Payment due later than __________; (vi) each of the representations and warranties made by the Depositor pursuant to Section 7.01 shall be true and correct as of the related Subsequent Transfer Date, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (vii) the Depositor shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in it its computer files that the Subsequent Receivables identified in the Subsequent Transfer Assignment have been sold to the Trustee pursuant to this Agreement and the Subsequent Transfer Assignment; POOLING AND SERVICING AGREEMENT (viii) the Depositor shall have taken any action required to maintain the first perfected ownership interest of the Trustee in the Trust property, other than causing the certificates of title with respect to Simple Interest the Financed Vehicles to be endorsed or otherwise amended to identify the Trustee as the new secured party; (ix) no selection procedures believed by the Depositor to be adverse to the interests of the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (x) the addition of any such Subsequent Receivables shall not result in a material adverse federal tax consequence to the Trust or the Certificateholders; and (xi) the Depositor shall have delivered to the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). (c) In addition, all monies received thereunder after any such conveyance of Subsequent Receivables made on one or more Subsequent Transfer Dates occurring during any given Collection Period will also be subject to the related satisfaction, on or before the Determination Date following the end of such Collection Period, of the following conditions subsequent: (i) the Depositor shall have delivered to the Trustee and the Rating Agencies a statement listing the aggregate Principal Balance of the Subsequent Cutoff Date Receivables conveyed to the Trustee during such Collection Period and all Liquidation Proceeds and Recoveries received any other information reasonably requested by any of the foregoing with respect to such Subsequent CPS Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant Depositor shall have delivered (x) to the Subsequent CPS Receivables and any other interest Rating Agencies an Opinion of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, Counsel with respect to Financed Vehicles the transfer of such Subsequent Receivables substantially in the State form of, or confirming, the Opinion of MichiganCounsel, other evidence delivered to the Rating Agencies on the Closing Date and (y) to the Trustee the Opinion of ownership Counsel required by Section 17.02(i); (iii) each of the Rating Agencies shall have notified the Depositor in writing that, following the conveyance of all the Subsequent Receivables to the Trustee, the Certificates continue to be rated __________ by such Rating Agency; (iv) the Depositor shall have delivered to the Trustee a letter of a firm of independent certified public accountants confirming that the conditions set forth in Section 3.02(b)(v) were satisfied with respect to Financed Vehiclesthose Subsequent Receivables conveyed on each such Subsequent Transfer Date; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; and (v) the Receivable File related Depositor shall have delivered to the Trustee an Officers' Certificate confirming the satisfaction of each Subsequent CPS Receivable; and condition specified in this paragraph (vi) c). The Depositor covenants that in the proceeds of event any and all of the foregoing (collectivelyconditions subsequent are not satisfied with respect to any Subsequent Receivable conveyed by the Depositor to the Trustee on or prior to the date specified above, the "Depositor will immediately repurchase such Subsequent Transferred CPS Property" POOLING AND SERVICING AGREEMENT Receivable at a price equal to the Purchase Amount thereof, in the manner specified in Section 7.02. (d) The Depositor covenants to transfer to the Trustee, pursuant to paragraph (a) above, Subsequent Receivables with an aggregate Principal Balance equal to the Initial Pre-Funded Amount. In the event that the Depositor shall fail to deliver and together sell to the Trust any or all of such Subsequent Receivables, any funds remaining in the Pre-Funding Account shall be distributed in accordance with any Subsequent Transferred Samco PropertySection 9.10 to the Certificateholders as Monthly Principal on the Distribution Date next following the end of the Funding Period; provided, however, that the foregoing shall be the sole remedy of the Trustee, the "Subsequent Transferred Property")Trust or the Certificateholders with respect to a failure of the Depositor to comply with such covenant.

Conveyance of Subsequent Receivables. For value received, (a) Subject to the conditions set forth in accordance with the CPS Purchase Agreementparagraph (b) below, the Seller does hereby Seller, pursuant to the mutually agreed upon terms contained herein and pursuant to one or more Subsequent Transfer Agreements, shall sell, transfer, assign, transfer and otherwise convey unto to the PurchaserTrust, without recourse (but without limitation of its obligations under the CPS Purchase in this Agreement), all of the right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due at any time paid or to become due payable thereon or in respect thereof after the related Subsequent Cutoff Date (including Scheduled Payments amounts due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies Date but received thereunder by AFL or the Seller after the related Subsequent Cutoff Date Date), an assignment of security interests of AFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Liquidation Proceeds Collateral Insurance and Recoveries received any Force-Placed Insurance relating to the Subsequent Receivables, rights of AFL or the Seller against Dealers with respect to the Subsequent Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the Receivable Files relating to the Subsequent Receivables, any and all other documents that AFL keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, the rights of the Seller under the related Subsequent Purchase Agreement, property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Subsequent CPS Receivable, and all proceeds of the foregoing. (b) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) The Seller shall have provided the Owner Trustee, the Indenture Trustee, the Security Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; Funding Period shall not have terminated; (iii) any proceeds from claims on any physical damage, credit life the Security Insurer (so long as an Insurer Default shall not have occurred and credit accident be continuing) shall in its sole and health insurance policies or certificates relating absolute discretion have given its prior written approval of the transfer of such Subsequent Receivables to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; Trust; (iv) refunds for the costs Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee and the Owner Trustee) in substantially the form of extended service contracts with respect to Financed Vehicles securing Exhibit F (the "Subsequent Transfer Agreement"), which shall include a Schedule of Subsequent Receivables listing the Subsequent CPS ReceivablesReceivables and shall specify the Spread Account Additional Deposit, refunds if any, and the Requisite Reserve Amount, as of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the for such Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Transfer Date; (v) the Seller shall have delivered to the Custodian the Receivable File related Files relating to each the Subsequent CPS Receivable; Receivables, and the Custodian shall have delivered to the Seller, the Owner Trustee, the Security Insurer and the Indenture Collateral Agent an acknowledgment of receipt of such Receivable Files; (vi) the proceeds Seller shall, to the extent required by Section 4.1, have deposited in the Collection Account collections in respect of the Subsequent Receivables; (vii) as of each Subsequent Transfer Date, neither AFL nor the Seller shall be insolvent nor shall either of them have been made insolvent by such transfer nor shall either of them be aware of any and all pending insolvency; (viii) the applicable Spread Account Additional Deposit for such Subsequent Transfer Date shall have been made pursuant to the Spread Account Agreement. (ix) the Reserve Amount on such Subsequent Transfer Date, after taking into account any transfers of funds from the Reserve Account to the Depositor in respect of the foregoing sale of the Subsequent Receivables to the Trust, shall be no less than the Requisite Reserve Amount for such Subsequent Transfer Date; (collectivelyx) each Rating Agency shall have notified the Security Insurer that following such transfer the Notes will be rated in the highest short-term or long-term rating category, as applicable, by such Rating Agency; (xi) such addition will not result in a material adverse tax consequence to the Trust or the Noteholders as evidenced by an Opinion of Counsel to be delivered by the Seller; (xii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xiii) the Seller shall have delivered to the Rating Agencies and to the Security Insurer one or more Opinions of Counsel with respect to the transfer of the Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to such Persons on the Closing Date; (A) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on each related Subsequent Cutoff Date): (1) the weighted average APR of such Receivables will not be less than 16.13%, (2) the weighted average remaining term of such Receivables will not be greater than 68 months nor less than 60 months, (3) not more than 90% of the Aggregate Principal Balance of such Receivables will represent loans secured by used Financed Vehicles, (4) not more than 4.00% of the Aggregate Principal Balance of such Receivables will be attributable to Receivables with an APR in excess of 21.00%, (5) not more than 0.25% of the Aggregate Principal Balance of such Receivables will represent loans in excess of $50,000.00, (6) not more than 3.00% of the Aggregate Principal Balance of such Receivables will represent loans with original terms greater than 72 months and (7) not more than 0.25% of the Aggregate Principal Balance of such Receivables will represent loans secured by Financed Vehicles that previously secured a loan originated by AFL with an obligor other than the current Obligor, and (B) the Trust, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyOwner Trustee, the "Indenture Trustee and the Security Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of such criteria; (xv) the Seller shall have taken any action necessary or, if requested by the Security Insurer, advisable to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Collateral Agent in the Indenture Collateral; and (xvi) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Transferred Property")Receivables. (c) On such Subsequent Transfer Date, if all the conditions specified in paragraph (b) above have been satisfied, the Trust shall accept the transfer of such Subsequent Receivables and shall pay to the Seller from the Pre-Funding Account an amount equal to (i) the Principal Balance as of the related Subsequent Cutoff Date of the Subsequent Receivables transferred to the Trust as of such date, minus (ii) the Spread Account Additional Deposit, if any, for such Subsequent Transfer Date, and minus (iii) the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount as of such Subsequent Transfer Date. (d) The Seller covenants to transfer to the Trust pursuant to paragraph (a) above Subsequent Receivables with an aggregate Principal Balance equal to approximately $161,475,961.71; PROVIDED, HOWEVER, that the sole remedy of the Trust, the Owner Trustee, the Indenture Trustee or the Noteholders with respect to a failure of such covenant shall be to enforce the provisions of Sections 2.3(c) and 6.2 of the Closing Date Purchase Agreement, and Section 4.7(c) hereof and Section 10.01(b) of the Indenture with respect to payment of the Class A-1 Prepayment Premium, Class A-2 Prepayment Premium and Class A-3 Prepayment Premium.

Conveyance of Subsequent Receivables. For value received, (a) Subject to the conditions set forth in accordance with the CPS Purchase Agreementparagraph (b) below, the Seller does hereby Seller, pursuant to the mutually agreed upon terms contained herein and pursuant to one or more Subsequent Transfer Agreements, shall sell, transfer, assign, transfer and otherwise convey unto to the PurchaserTrust, without recourse (but without limitation of its obligations under the CPS Purchase in this Agreement), all of the right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due at any time paid or to become due payable thereon or in respect thereof after the related Subsequent Cutoff Date (including Scheduled Payments amounts due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies Date but received thereunder by AFL or the Seller after the related Subsequent Cutoff Date Date), an assignment of security interests of AFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Liquidation Proceeds Collateral Insurance and Recoveries received any Force-Placed Insurance relating to the Subsequent Receivables, rights of AFL or the Seller against Dealers with respect to the Subsequent Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the Receivable Files relating to the Subsequent Receivables, any and all other documents that AFL keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, the rights of the Seller under the related Subsequent Purchase Agreement, property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Subsequent CPS Receivable, and all proceeds of the foregoing. (b) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) The Seller shall have provided the Owner Trustee, the Indenture Trustee, the Security Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; Funding Period shall not have terminated; (iii) any proceeds from claims on any physical damage, credit life the Security Insurer (so long as an Insurer Default shall not have occurred and credit accident be continuing) shall in its sole and health insurance policies or certificates relating absolute discretion have given its prior written approval of the transfer of such Subsequent Receivables to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; Trust; (iv) refunds for the costs Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee and the Owner Trustee) in substantially the form of extended service contracts with respect to Financed Vehicles securing Exhibit G (the "Subsequent Transfer Agreement"), which shall include a Schedule of Subsequent Receivables listing the Subsequent CPS ReceivablesReceivables and shall specify the Spread Account Additional Deposit, refunds if any, the Requisite Reserve Amount, and the Class A-1 Holdback Amount, if any, as of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the for such Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Transfer Date; (v) the Seller shall have delivered to the Custodian the Receivable File related Files relating to each the Subsequent CPS Receivable; Receivables, and the Custodian shall have delivered to the Seller, the Owner Trustee, the Security Insurer and the Indenture Collateral Agent an acknowledgment of receipt of such Receivable Files; (vi) the proceeds Seller shall, to the extent required by Section 4.1, have deposited in the Collection Account collections in respect of the Subsequent Receivables; (vii) as of each Subsequent Transfer Date, neither AFL nor the Seller shall be insolvent nor shall either of them have been made insolvent by such transfer nor shall either of them be aware of any and all pending insolvency; (viii) the applicable Spread Account Additional Deposit for such Subsequent Transfer Date shall have been made pursuant to the Spread Account Agreement. (ix) the Reserve Amount on such Subsequent Transfer Date, after taking into account any transfers of funds from the Reserve Account to the Depositor in respect of the foregoing sale of the Subsequent Receivables to the Trust, shall be no less than the Requisite Reserve Amount for such Subsequent Transfer Date; (collectivelyx) each Rating Agency shall have notified the Security Insurer that following such transfer the Notes will be rated in the highest short-term or long-term rating category, as applicable, by such Rating Agency; (xi) such addition will not result in a material adverse tax consequence to the Trust or the Noteholders as evidenced by an Opinion of Counsel to be delivered by the Seller; (xii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xiii) the Seller shall have delivered to the Rating Agencies and to the Security Insurer one or more Opinions of Counsel with respect to the transfer of the Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to such Persons on the Closing Date; (A) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on each related Subsequent Cutoff Date): (1) the weighted average APR of such Receivables will not be less than 16.29%, (2) the weighted average remaining term of such Receivables will not be greater than 68 months nor less than 60 months, (3) not more than 90% of the Aggregate Principal Balance of such Receivables will represent loans secured by used Financed Vehicles, (4) not more than 4% of the Aggregate Principal Balance of such Receivables will be attributable to Receivables with an APR in excess of 21%, (5) not more than 0.25% of the Aggregate Principal Balance of such Receivables will represent loans in excess of $50,000.00, (6) not more than 3% of the Aggregate Principal Balance of such Receivables will represent loans with original terms greater than 72 months and (7) not more than 2.0% of the Aggregate Principal Balance of such Receivables will represent loans secured by Financed Vehicles that previously secured a loan originated by AFL with an obligor other than the current Obligor, and (B) the Trust, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyOwner Trustee, the "Indenture Trustee and the Security Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of such criteria; (xv) the Seller shall have taken any action necessary or, if requested by the Security Insurer, advisable to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Collateral Agent in the Indenture Collateral; and (xvi) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Transferred Property")Receivables. (c) On such Subsequent Transfer Date, if all the conditions specified in paragraph (b) above have been satisfied, the Trust shall accept the transfer of such Subsequent Receivables and shall pay to the Seller from the Pre-Funding Account an amount equal to (i) the Principal Balance as of the related Subsequent Cutoff Date of the Subsequent Receivables transferred to the Trust as of such date, minus (ii) the Spread Account Additional Deposit, if any, for such Subsequent Transfer Date, minus (iii) the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount as of such Subsequent Transfer Date, and minus (iv) the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date. (d) The Seller covenants to transfer to the Trust pursuant to paragraph (a) above Subsequent Receivables with an aggregate Principal Balance equal to approximately $148,818,732.02; PROVIDED, HOWEVER, that the sole remedy of the Trust, the Owner Trustee, the Indenture Trustee or the Noteholders with respect to a failure of such covenant shall be to enforce the provisions of Sections 2.3(c) and 6.2 of the Closing Date Purchase Agreement, Section 2.4(c) hereof (with respect to Class A-1 Holdback Amounts) and Section 4.7(c) hereof, Section 10.01(b) of the Indenture and Section 5.2 of the Trust Agreement with respect to payment of the Class A-1 Prepayment Premium, Class A-2 Prepayment Premium, Class A-3 Prepayment Premium, Class A-4 Prepayment Premium and Class A-5 Prepayment Premium.

Conveyance of Subsequent Receivables. For value received, in accordance with In consideration of the CPS Purchase Agreement, Issuer's delivery to or upon the order of the Seller of $_________ the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, without recourse (but without limitation of its obligations under except as expressly provided in the CPS Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: : (ia) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables andand all moneys received thereon, with respect to Rule of 78's Receivables, all monies due or to become due thereon on and after the related Subsequent Cutoff Date Date; (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, ; (c) any proceeds and the certificates of title or, right to receive proceeds with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect Subsequent Receivables from claim and the right to Financed Vehicles; (iii) any receive proceeds from claims on any physical damage, credit life and credit accident and health or disability insurance policies or certificates relating to the covering Financed Vehicles securing or Obligors and any proceeds from the liquidation of such Subsequent CPS Receivables or the Obligors thereunder; Receivables; (ivd) refunds for the costs of extended service contracts any proceeds with respect to Financed Vehicles securing the Subsequent CPS ReceivablesReceivables repurchased by a Dealer pursuant to a Dealer Agreement or a Thrid-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 Agreement and Sale Agreement; (e) all rights under any Service Contracts on the related Finance Vehicles; (f) the related Receivables Files; (g) all of the Seller's rights, refunds title and interests, but none of unearned premiums with respect to credit life and credit accident and health insurance policies its obligations or certificates covering an Obligor or Financed Vehicle securing burdens, under the Subsequent CPS Receivables Transfer Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of Seller under the Subsequent Purchase Agreement, on or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of after the foregoingSubsequent Cutoff Date; and (v) the Receivable File related to each Subsequent CPS Receivable; and (vih) the proceeds of any and all of the foregoing (collectively, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property")foregoing.

Conveyance of Subsequent Receivables. For value received, (a) Subject to the conditions set forth in accordance with the CPS Purchase Agreementparagraph(b) below, the Seller does hereby Seller, pursuant to the mutually agreed upon terms contained herein and pursuant to one or more Subsequent Transfer Agreements, shall sell, transfer, assign, transfer and otherwise convey unto to the PurchaserTrust, without recourse (but without limitation of its obligations under the CPS Purchase in this Agreement), all of the right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due at any time paid or to become due payable thereon or in respect thereof after the related Subsequent Cutoff Date (including Scheduled Payments amounts due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies Date but received thereunder by AFL or the Seller after the related Subsequent Cutoff Date Date), an assignment of security interests of AFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Liquidation Proceeds Collateral Insurance and Recoveries received any Force-Placed Insurance relating to the Subsequent Receivables, rights of AFL or the Seller against Dealers with respect to the Subsequent Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the Receivable Files relating to the Subsequent Receivables, any and all other documents that AFL keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, the rights of the Seller under the related Subsequent Purchase Agreement, property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Subsequent CPS Receivable, and all proceeds of the foregoing. (b) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph(a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) The Seller shall have provided the Owner Trustee, the Indenture Trustee, the Security Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; Funding Period shall not have terminated; (iii) any proceeds from claims on any physical damage, credit life the Security Insurer (so long as an Insurer Default shall not have occurred and credit accident be continuing) shall in its sole and health insurance policies or certificates relating absolute discretion have given its prior written approval of the transfer of such Subsequent Receivables to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; Trust; (iv) refunds for the costs Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee and the Owner Trustee) in substantially the form of extended service contracts with respect to Financed Vehicles securing Exhibit G (the "Subsequent Transfer Agreement"), which shall include a Schedule of Subsequent Receivables listing the Subsequent CPS ReceivablesReceivables and shall specify the Spread Account Additional Deposit, refunds if any, the Requisite Reserve Amount, and the Class A-1 Holdback Amount, if any, as of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the for such Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Transfer Date; (v) the Seller shall have delivered to the Custodian the Receivable File related Files relating to each the Subsequent CPS Receivable; Receivables, and the Custodian shall have delivered to the Seller, the Owner Trustee, the Security Insurer and the Indenture Collateral Agent an acknowledgement of receipt of such Receivable Files; (vi) the proceeds Seller shall, to the extent required by Section 4.1, have deposited in the Collection Account collections in respect of the Subsequent Receivables; (vii) as of each Subsequent Transfer Date, neither AFL nor the Seller shall be insolvent nor shall either of them have been made insolvent by such transfer nor shall either of them be aware of any and all pending insolvency; (viii) the applicable Spread Account Additional Deposit for such Subsequent Transfer Date shall have been made pursuant to the Spread Account Agreement. (ix) the Reserve Amount on such Subsequent Transfer Date, after taking into account any transfers of funds from the Reserve Account to the Depositor in respect of the foregoing sale of the Subsequent Receivables to the Trust, shall be no less than the Requisite Reserve Amount for such Subsequent Transfer Date; (collectivelyx) each Rating Agency shall have notified the Security Insurer that following such transfer the Notes will be rated in the highest short-term or long-term rating category, as applicable, by such Rating Agency; (xi) such addition will not result in a material adverse tax consequence to the Trust or the Noteholders as evidenced by an Opinion of Counsel to be delivered by the Seller; (xii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph(b); (xiii) the Seller shall have delivered to the Rating Agencies and to the Security Insurer one or more Opinions of Counsel with respect to the transfer of the Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to such Persons on the Closing Date; (A) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on each related Subsequent Cutoff Date): (1) the weighted average APR of such Receivables will not be less than 16.16%, (2) the weighted average remaining term of such Receivables will not be greater than 67 months nor less than 63 months, (3) not more than 90% of the Aggregate Principal Balances of such Receivables will represent loans secured by used Financed Vehicles, (4) not more than 66% of the Aggregate Principal Balance of such Receivables will represent Receivables originated under AFL's "Classic" program, (5) not more than 4% of the Aggregate Principal Balance of such Receivables will have an APR in excess of 21%, (6) not more than 0.25% of the Aggregate Principal Balance of such Receivables will represent loans in excess of $50,000.00, (7) not more than 3.0% of the Aggregate Principal Balance of such Receivables will represent loans with original terms greater than 72 months and (8) not more than 5.0% of the Aggregate Principal Balance of such Receivables will represent loans secured by Financed Vehicles that previously secured a loan originated by AFL with an obligor other than the current Obligor, and (B) the Trust, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyOwner Trustee, the "Indenture Trustee and the Security Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of such criteria; (xv) the Seller shall have taken any action necessary or, if requested by the Security Insurer, advisable to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Collateral Agent in the Indenture Collateral; and (xvi) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Transferred Property")Receivables. (c) On such Subsequent Transfer Date, if all the conditions specified in paragraph (b) above have been satisfied, the Trust shall accept the transfer of such Subsequent Receivables and shall pay to the Seller from the Pre-Funding Account an amount equal to (i) the Principal Balance as of the related Subsequent Cutoff Date of the Subsequent Receivables transferred to the Trust as of such date, minus (ii) the Spread Account Additional Deposit, if any, for such Subsequent Transfer Date, minus (iii) the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount as of such Subsequent Transfer Date, and minus (iv) the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date. (d) The Seller covenants to transfer to the Trust pursuant to paragraph(a) above Subsequent Receivables with an aggregate Principal Balance equal to $157,355,075.87; PROVIDED, HOWEVER, that the sole remedy of the Trust, the Owner Trustee, the Indenture Trustee or the Noteholders with respect to a failure of such covenant shall be to enforce the provisions of Sections 2.3(c) and 6.2 of the Closing Date Purchase Agreement, Section 2.4(c) hereof (with respect to Class A-1 Holdback Amounts) and Section 4.7(c) hereof, Section 10.01(b) of the Indenture and Section 5.2 of the Trust Agreement with respect to payment of the Class A-1 Prepayment Premium, Class A-2 Prepayment Premium, Class A-3 Prepayment Premium, Class A-4 Prepayment Premium and Class A-5 Prepayment Premium.

Conveyance of Subsequent Receivables. For value received, (a) Subject to the conditions set forth in accordance with the CPS Purchase Agreementparagraph (b) below, the Seller does hereby Seller, pursuant to the mutually agreed upon terms contained herein and pursuant to one or more Subsequent Transfer Agreements, shall sell, transfer, assign, transfer and otherwise convey unto to the PurchaserTrust, without recourse (but without limitation of its obligations under the CPS Purchase in this Agreement), all of the right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due at any time paid or to become due payable thereon or in respect thereof after the related Subsequent Cutoff Date (including Scheduled Payments amounts due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies Date but received thereunder by AFL or the Seller after the related Subsequent Cutoff Date Date), an assignment of security interests of AFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Liquidation Proceeds Collateral Insurance and Recoveries received any Force-Placed Insurance relating to the Subsequent Receivables, rights of AFL or the Seller against Dealers with respect to the Subsequent Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the Receivable Files relating to the Subsequent Receivables, any and all other documents that AFL keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, the rights of the Seller under the related Subsequent Purchase Agreement, property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Subsequent CPS Receivable, and all proceeds of the foregoing. (b) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) The Seller shall have provided the Owner Trustee, the Indenture Trustee, the Security Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; Funding Period shall not have terminated; (iii) any proceeds from claims on any physical damage, credit life the Security Insurer (so long as an Insurer Default shall not have occurred and credit accident be continuing) shall in its sole and health insurance policies or certificates relating absolute discretion have given its prior written approval of the transfer of such Subsequent Receivables to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; Trust; (iv) refunds for the costs Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee and the Owner Trustee) in substantially the form of extended service contracts with respect to Financed Vehicles securing Exhibit F (the "Subsequent Transfer Agreement"), which shall include a Schedule of Subsequent Receivables listing the Subsequent CPS ReceivablesReceivables and shall specify the Spread Account Additional Deposit, refunds if any, the Requisite Reserve Amount, and the Class A-1 Holdback Amount, if any, as of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the for such Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Transfer Date; (v) the Seller shall have delivered to the Custodian the Receivable File related Files relating to each the Subsequent CPS Receivable; Receivables, and the Custodian shall have delivered to the Seller, the Owner Trustee, the Security Insurer and the Indenture Collateral Agent an acknowledgment of receipt of such Receivable Files; (vi) the proceeds Seller shall, to the extent required by Section 4.1, have deposited in the Collection Account collections in respect of the Subsequent Receivables; (vii) as of each Subsequent Transfer Date, neither AFL nor the Seller shall be insolvent nor shall either of them have been made insolvent by such transfer nor shall either of them be aware of any and all pending insolvency; (viii) the applicable Spread Account Additional Deposit for such Subsequent Transfer Date shall have been made pursuant to the Spread Account Agreement. (ix) the Reserve Amount on such Subsequent Transfer Date, after taking into account any transfers of funds from the Reserve Account to the Depositor in respect of the foregoing sale of the Subsequent Receivables to the Trust, shall be no less than the Requisite Reserve Amount for such Subsequent Transfer Date; (collectivelyx) each Rating Agency shall have notified the Security Insurer that following such transfer the Notes will be rated in the highest short-term or long-term rating category, as applicable, by such Rating Agency; (xi) such addition will not result in a material adverse tax consequence to the Trust or the Noteholders as evidenced by an Opinion of Counsel to be delivered by the Seller; (xii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xiii) the Seller shall have delivered to the Rating Agencies and to the Security Insurer one or more Opinions of Counsel with respect to the transfer of the Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to such Persons on the Closing Date; (A) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on each related Subsequent Cutoff Date): (1) the weighted average APR of such Receivables will not be less than 16.29%, (2) the weighted average remaining term of such Receivables will not be greater than 68 months nor less than 60 months, (3) not more than 90% of the Aggregate Principal Balance of such Receivables will represent loans secured by used Financed Vehicles, (4) not more than 4.00% of the Aggregate Principal Balance of such Receivables will be attributable to Receivables with an APR in excess of 21.00%, (5) not more than 0.25% of the Aggregate Principal Balance of such Receivables will represent loans in excess of $50,000.00, (6) not more than 3.00% of the Aggregate Principal Balance of such Receivables will represent loans with original terms greater than 72 months and (7) not more than 0.25% of the Aggregate Principal Balance of such Receivables will represent loans secured by Financed Vehicles that previously secured a loan originated by AFL with an obligor other than the current Obligor, and (B) the Trust, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyOwner Trustee, the "Indenture Trustee and the Security Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of such criteria; (xv) the Seller shall have taken any action necessary or, if requested by the Security Insurer, advisable to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Collateral Agent in the Indenture Collateral; and (xvi) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Transferred Property")Receivables. (c) On such Subsequent Transfer Date, if all the conditions specified in paragraph (b) above have been satisfied, the Trust shall accept the transfer of such Subsequent Receivables and shall pay to the Seller from the Pre-Funding Account an amount equal to (i) the Principal Balance as of the related Subsequent Cutoff Date of the Subsequent Receivables transferred to the Trust as of such date, minus (ii) the Spread Account Additional Deposit, if any, for such Subsequent Transfer Date, minus (iii) the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount as of such Subsequent Transfer Date, and minus (iv) the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date. (d) The Seller covenants to transfer to the Trust pursuant to paragraph (a) above Subsequent Receivables with an aggregate Principal Balance equal to approximately $194,212,600.77; PROVIDED, HOWEVER, that the sole remedy of the Trust, the Owner Trustee, the Indenture Trustee or the Noteholders with respect to a failure of such covenant shall be to enforce the provisions of Sections 2.3(c) and 6.2 of the Closing Date Purchase Agreement, Section 2.4(c) hereof (with respect to Class A-1 Holdback Amounts) and Section 4.7(c) hereof and Section 10.01(b) of the Indenture with respect to payment of the Class A-1 Prepayment Premium, Class A-2 Prepayment Premium, Class A-3 Prepayment Premium, Class A-4 Prepayment Premium and Class A-5 Prepayment Premium.

Conveyance of Subsequent Receivables. For value receivedSubject to the conditions set forth in Section 5 hereof, in accordance with consideration of the CPS payment of the Subsequent Receivables Purchase AgreementPrice to or upon the written order of the Transferor, the Seller Transferor does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, in trust for the benefit of the Noteholders and the Note Insurer, without recourse (but without limitation of its obligations under the CPS Purchase Agreement)recourse, all right, title and interest of the Seller Transferor in and to: : (i1) the Subsequent CPS Receivables listed in Schedule A hereto, all monies received on such Subsequent Receivables after the related Schedule of Subsequent CPS Receivables Cutoff Date and, with respect to Rule of 78's any Subsequent Receivables which are Precomputed Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) andPayahead Amount, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii2) the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller Transferor in such Financed Vehicles, including, without limitation, including the certificates of title or, with respect to Financed Vehicles in the State of Michigan, and any other evidence of ownership with respect to such Financed Vehicles; ; (iii3) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates or the VSI Policy, if any, relating to the related Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; related Obligors, including any rebates and premiums; (iv4) property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to the liquidation of such Subsequent Receivable; (5) this Agreement and the Purchase Agreement, including a direct right to cause LBAC to purchase Subsequent Receivables from the Trust upon the occurrence of a breach of any of the representations and warranties contained in Section 4 of this Agreement or the failure of LBAC to timely comply with its obligations pursuant to Section 5.5 of the Purchase Agreement; (6) refunds for the costs of extended service contracts with respect to the related Financed Vehicles securing the Subsequent CPS ReceivablesVehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an a related Obligor or a related Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a related Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (v7) the Legal Files and the Receivable File Files related to each Subsequent CPS ReceivableReceivable and any and all other documents that LBAC keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the related Obligors or the related Financed Vehicles; (8) all amounts and property from time to time held in or credited to the Lock-Box Account, to the extent such amounts and property relate to the Subsequent Receivables; (9) any proceeds from recourse against the Dealers (other than any Chargeback Obligations), including, without limitation, any Dealer Title Guaranties with respect to the Subsequent Receivables, with respect to the sale of the Subsequent Receivables; and and (vi10) the proceeds of any and all of the foregoing (collectivelyforegoing. The Transferor represents and warrants that the Subsequent Receivables and other Transferred Property are being transferred with the intention of removing them from the Transferor's estate pursuant to Section 541 of the Bankruptcy Code, as the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property")same may be amended from time to time.

Conveyance of Subsequent Receivables. For value receivedIn consideration of the Purchaser’s delivery to, in accordance with or upon the CPS Purchase Agreementorder of, the Seller of $ , the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, without recourse (but without limitation of its obligations under except as expressly provided in the CPS Purchase Agreement), all right, title and interest of the Seller in and to: : (ia) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables andand all moneys received thereon, with respect to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the respective Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, ; (c) any proceeds and the certificates of title or, right to receive proceeds with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) any proceeds respective Subsequent Receivables from claims and on any physical damage, credit life and credit accident and health or disability insurance policies or certificates relating to covering the related Financed Vehicles securing or Obligors and any proceed from the liquidation of such Subsequent Receivables, net of those reimbursable liquidation expenses set forth in Article IV of the Sale and Servicing Agreement; (d) any proceeds from any Subsequent 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 Receivables 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 Subsequent CPS Receivables or Purchase Agreement, including the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing Seller’s rights under the Subsequent CPS ReceivablesPurchase Agreement and the delivery requirements, refunds representations and warranties and the cure and repurchase obligations of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Seller under the Subsequent CPS Receivables Purchase Agreement, on or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of after the foregoing; Subsequent Cutoff Date; (v) the Receivable File related to each Subsequent CPS Receivable; and (vih) the proceeds of any and all of the foregoing foregoing; (collectivelyi) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (j) all proceed and investments with respect to items (a) through (i). The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Subsequent Receivables and the Subsequent Other Conveyed Property, conveying good title thereto free and clear of any Liens, from the Seller to the Purchaser, and that the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be a part of the Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Purchaser, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyIssuer, the "Noteholders or the Certificateholder to the Seller, the parties hereto intend that the Seller shall have granted to the Purchaser a security interest in all of the Seller’s right, title and interest in and to the Subsequent Transferred Property")Receivables and the Subsequent Other Conveyed Property conveyed pursuant to this Section 3, and that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in the related on Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Transfer Agreement; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies or certificates relating to covering the related Financed Vehicles securing or Obligors and any proceeds from the liquidation of such Subsequent CPS Receivables or the Obligors thereunder; Receivables; (iv) refunds for any proceeds from any Subsequent 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 costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life related Dealer Agreement or Auto Loan Purchase and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Sale Agreement; (v) all rights under any Service Contracts on the Receivable File related to each Subsequent CPS Receivable; and Financed Vehicles: (vi) the related Receivables Files; (vii) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller's rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit and CP Funding under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; and (viii) the proceeds of any and all of the foregoing foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the "Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transferred CPS Property" Transfer Date and together shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (i) the weighted average APR of the Receivables transferred to the Trust shall not be less than 18%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to such Subsequent Receivables by the amount required by the Insurer; (ii) the weighted average remaining term of the Receivables transferred to the Trust shall not be greater than 72 months; (iii) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (iv) less than 10% of the Aggregate Principal Balance shall have an original term of 72 months or greater; and (v) Preferred Receivables shall account for greater than 25% of the Aggregate Principal Balance. (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiii) Standard & Poor's shall have confirmed in writing to the Trust Collateral Agent that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received, in accordance with In consideration of the CPS Purchase AgreementIssuer's delivery to or upon the order of the Seller of $____________, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, without recourse (but without limitation of its obligations under except as expressly provided in the CPS Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: : (ia) all right, title and interest of the Seller in and to the Subsequent CPS Receivables listed in the related Schedule of A to this Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the Subsequent Cutoff Date; (iib) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of MichiganNon-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles; Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iiic) all right, title and interest of the Seller in and to 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 Subsequent CPS Receivables or the Obligors thereunder; ; (ivd) all right, title and interest of the Seller in and to the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Receivables from the Trust under certain circumstances and to indemnify the Trust pursuant to the Receivables Purchase Agreement; (e) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the under a Subsequent CPS Receivables Receivable or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (vf) the Receivable File related to each Subsequent CPS Receivable; ; (g) all amounts and property from time to time held in or credited to the Collection Account, the Pre-Funding Account, the Interest Reserve Account or the Lockbox Account; (vih) the proceeds of any and all of the foregoing; and (i) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing (collectivelyand 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Subsequent Transfer Agreement shall constitute a sale of the Subsequent Receivables and Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to the Subsequent 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 not to be a sale, this Subsequent Transferred CPS Property" Transfer Agreement shall constitute a grant of a security interest in the property referred to in this Section 3 for the benefit of the Securityholders and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property")Note Insurer.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in on Schedule A to the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, Transfer Agreement and all monies due or to become due moneys received thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies covering the related Financed Vehicles or certificates Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent 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; (v) all rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller’s rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the Financed Vehicles securing property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii). (b) The Seller shall transfer to the Issuer the Subsequent CPS Receivables and the Subsequent Other Conveyed Property only upon the satisfaction of each of the following conditions on or prior to the Obligors thereunder; related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) refunds for as of each Subsequent Transfer Date, (A) the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life Seller shall not be insolvent and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such shall not become insolvent as a Financed Vehicle and any recourse to Dealers for any result of the foregoing; transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Receivable File related to each Subsequent CPS Receivable; and Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the proceeds Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (A) the remaining term of each Receivable transferred to the Trust shall not be greater than 72 months; (B) the original term of each Receivable transferred to the Trust shall not be more than 72 months; (C) not more than 50% of the Receivables transferred to the Trust (calculated by aggregate Principal Balance) has an original term to maturity of 72 months; (D) each Receivable had a remaining Principal Balance of at least $250 and not more than $80,000; (E) each of the Receivables has an Annual Percentage Rate of at least 1% and not more than 33%; (F) the weighted average APR of the Receivables transferred to the Trust shall not be less than 16.50%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to the Subsequent Receivables by the amount required by the Insurer; (G) none of the Receivables transferred to the Trust was more than 30 days past due; (H) no funds have been advanced by AmeriCredit, any Dealer, any Third-Party Lender, or anyone acting on behalf of any of them in order to cause any Receivable transferred to the Trust to qualify under clause (G) above; (I) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (J) each Obligor had a billing address in the United States as of the date of origination of the Receivables transferred to the Trust, is a natural person and is not an Affiliate of any party to this Agreement; (K) each Receivable transferred to the Trust is denominated in, and each Contract provides for payment in, United States dollars; (L) each Receivable transferred to the Trust is identified on the Servicer’s master servicing records as an automobile installment sales contract or installment note; (M) each Receivable transferred to the Trust arises under a Contract which is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under this Agreement, including, without limitation, its right to review the Contract; (N) each Receivable transferred to the Trust arises under a Contract with respect to which AmeriCredit has performed all obligations required to be performed by it thereunder, and, in the event such Contract is an installment sales contract, delivery of the Financed Vehicle to the related Obligor has occurred and (O) any variation in the overall composition or characteristics of the Initial Receivables and the pool of Receivables as a whole after giving effect to the transfer of the Subsequent Receivables on such Subsequent Transfer Date shall not be material; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first priority perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) for federal income tax purposes, the addition of any such Subsequent Receivables shall not cause the Notes to fail to qualify as indebtedness or cause the Issuer to be characterized as an association (or publicly traded partnership) taxable as a corporation; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiii) Standard & Poor’s shall have confirmed in writing to the Trust Collateral Agent that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing (collectivelyconditions precedent are not satisfied with respect to any Subsequent Receivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyReceivable from the Trust, at a price equal to the "Subsequent Transferred Property")Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received(a) [Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: to whether now owned or existing or hereinafter acquired: (i) the Subsequent CPS Receivables listed in on Schedule A to the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, Transfer Agreement and all monies due or to become due moneys received thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies covering the related Financed Vehicles or certificates Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent 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; (v) all rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller’s rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the Financed Vehicles securing property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii). (b) The Seller shall transfer to the Issuer the Subsequent CPS Receivables and the Subsequent Other Conveyed Property only upon the satisfaction of each of the following conditions on or prior to the Obligors thereunder; related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement and Subsequent Purchase Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) refunds for as of each Subsequent Transfer Date, (A) neither AmeriCredit nor the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life Seller shall be insolvent and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such shall not become insolvent as a Financed Vehicle and any recourse to Dealers for any result of the foregoing; transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) neither AmeriCredit nor the Seller shall intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of AmeriCredit or the Seller, as the case may be, shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Receivable File related to each Subsequent CPS Receivable; and Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the proceeds Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (A) the remaining term of each Receivable transferred to the Trust shall not be greater than [72] months; (B) the original term of each Receivable transferred to the Trust shall not be more than 72 months; (C) not more than [50]% of the Receivables transferred to the Trust (calculated by aggregate Principal Balance) has an original term to maturity of [72] months; (D) each Receivable had a remaining Principal Balance of at least $[250] and not more than $[80,000]; (E) each of the Receivables has an Annual Percentage Rate of at least [1]% and not more than ____%, (F) the weighted average APR of the Receivables transferred to the Trust shall not be less than ____%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to the Subsequent Receivables by the amount required by the Insurer; (G) none of the Receivables transferred to the Trust was more than [30] days past due; (H) no funds have been advanced by AmeriCredit, any Dealer, any Third-Party Lender, or anyone acting on behalf of any of them in order to cause any Receivable transferred to the Trust to qualify under clause (G) above; (I) not more than [35]% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in [Texas and California]; (J) each Obligor had a billing address in the United States as of the date of origination of the Receivables transferred to the Trust, is a natural person and is not an Affiliate of any party to this Agreement; (K) each Receivable transferred to the Trust is denominated in, and each Contract provides for payment in, United States dollars; (L) each Receivable transferred to the Trust is identified on the Servicer’s master servicing records as an automobile installment sales contract or installment note; (M) each Receivable transferred to the Trust arises under a Contract which is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under this Agreement, including, without limitation, its right to review the Contract; (N) each Receivable transferred to the Trust arises under a Contract with respect to which AmeriCredit has performed all obligations required to be performed by it thereunder, and, in the event such Contract is an installment sales contract, delivery of the Financed Vehicle to the related Obligor has occurred and (O) any variation in the overall composition or characteristics of the Initial Receivables and the pool of Receivables as a whole after giving effect to the transfer of the Subsequent Receivables on such Subsequent Transfer Date shall not be material; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date and each of the conditions under the Subsequent Purchase Agreement will have been satisfied or waived as provided therein; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first priority perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) for federal income tax purposes, the addition of any such Subsequent Receivables shall not cause the Notes to fail to qualify as indebtedness or cause the Issuer to be characterized as an association (or publicly traded partnership) taxable as a corporation; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Insurer Opinions of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiii) Standard & Poor’s shall have confirmed in writing to the Trust Collateral Agent that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer or cause to be transferred the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing (collectivelyconditions precedent are not satisfied with respect to any Subsequent Receivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyReceivable from the Trust, at a price equal to the "Subsequent Transferred Property")Purchase Amount thereof, in the manner specified in Section 4.7.]

Conveyance of Subsequent Receivables. For value received, (a) Subject to the conditions set forth in accordance with the CPS Purchase Agreementparagraph (b) below, the Seller does hereby Seller, pursuant to the mutually agreed upon terms contained herein and pursuant to one or more Subsequent Transfer Agreements, shall sell, transfer, assign, transfer and otherwise convey unto to the PurchaserTrust, without recourse (but without limitation of its obligations under the CPS Purchase in this Agreement), all of the right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due at any time paid or to become due payable thereon or in respect thereof after the related Subsequent Cutoff Date (including Scheduled Payments amounts due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies Date but received thereunder by AFL or the Seller after the related Subsequent Cutoff Date Date), an assignment of security interests of AFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Liquidation Proceeds Collateral Insurance and Recoveries received any Force-Placed Insurance relating to the Subsequent Receivables, rights of AFL or the Seller against Dealers with respect to the Subsequent Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the Receivable Files relating to the Subsequent Receivables, any and all other documents that AFL keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, the rights of the Seller under the related Subsequent Purchase Agreement, property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Subsequent CPS Receivable, and all proceeds of the foregoing. (b) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) The Seller shall have provided the Owner Trustee, the Indenture Trustee, the Security Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; Funding Period shall not have terminated; (iii) any proceeds from claims on any physical damage, credit life the Security Insurer (so long as an Insurer Default shall not have occurred and credit accident be continuing) shall in its sole and health insurance policies or certificates relating absolute discretion have given its prior written approval of the transfer of such Subsequent Receivables to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; Trust; (iv) refunds for the costs Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee and the Owner Trustee) in substantially the form of extended service contracts with respect to Financed Vehicles securing Exhibit G (the "Subsequent Transfer Agreement"), which shall include a Schedule of Subsequent Receivables listing the Subsequent CPS ReceivablesReceivables and shall specify the Spread Account Additional Deposit, refunds if any, the Requisite Reserve Amount, and the Class A-1 Holdback Amount, if any, as of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the for such Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Transfer Date; (v) the Seller shall have delivered to the Custodian the Receivable File related Files relating to each the Subsequent CPS Receivable; Receivables, and the Custodian shall have delivered to the Seller, the Owner Trustee, the Security Insurer and the Indenture Collateral Agent an acknowledgment of receipt of such Receivable Files; (vi) the proceeds Seller shall, to the extent required by Section 4.1, have deposited in the Collection Account collections in respect of the Subsequent Receivables; (vii) as of each Subsequent Transfer Date, neither AFL nor the Seller shall be insolvent nor shall either of them have been made insolvent by such transfer nor shall either of them be aware of any and all pending insolvency; (viii) the applicable Spread Account Additional Deposit for such Subsequent Transfer Date shall have been made pursuant to the Spread Account Agreement. (ix) the Reserve Amount on such Subsequent Transfer Date, after taking into account any transfers of funds from the Reserve Account to the Depositor in respect of the foregoing sale of the Subsequent Receivables to the Trust, shall be no less than the Requisite Reserve Amount for such Subsequent Transfer Date; (collectivelyx) each Rating Agency shall have notified the Security Insurer that following such transfer the Notes will be rated in the highest short-term or long-term rating category, as applicable, by such Rating Agency; (xi) such addition will not result in a material adverse tax consequence to the Trust or the Noteholders as evidenced by an Opinion of Counsel to be delivered by the Seller; (xii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xiii) the Seller shall have delivered to the Rating Agencies and to the Security Insurer one or more Opinions of Counsel with respect to the transfer of the Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to such Persons on the Closing Date; (A) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on each related Subsequent Cutoff Date): (1) the weighted average APR of such Receivables will not be less than 15.725%, (2) the weighted average remaining term of such Receivables will not be greater than 67 months nor less than 63 months, (3) not more than 90% of the Aggregate Principal Balance of such Receivables will represent loans secured by used Financed Vehicles, (4) not more than 70% of the Aggregate Principal Balance of such Receivables will represent Receivables originated under AFL's "Classic" program (excluding loans for the purchase of repossessed automobiles that would otherwise be deemed originated under the "Classic" program), (5) not more than 3% of the Aggregate Principal Balance of such Receivables will be attributable to Receivables with an APR in excess of 21%, (6) not more than 0.25% of the Aggregate Principal Balance of such Receivables will represent loans in excess of $50,000.00, (7) not more than 3% of the Aggregate Principal Balance of such Receivables will represent loans with original terms greater than 72 months and (8) not more than 1.5% of the Aggregate Principal Balance of such Receivables will represent loans secured by Financed Vehicles that previously secured a loan originated by AFL with an obligor other than the current Obligor, and (B) the Trust, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyOwner Trustee, the "Subsequent Transferred Property").Indenture Trustee and the Security Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of such criteria;

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in the related on Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Transfer Agreement; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies or certificates relating to covering the related Financed Vehicles securing or Obligors and any proceeds from the liquidation of such Subsequent CPS Receivables or the Obligors thereunder; Receivables; (iv) refunds for any proceeds from any Subsequent 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 costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life related Dealer Agreement or Auto Loan Purchase and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Sale Agreement; (v) all rights under any Service Contracts on the Receivable File related to each Subsequent CPS Receivable; and Financed Vehicles; (vi) the related Receivables Files; (vii) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller's rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; and (viii) the proceeds of any and all of the foregoing foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the "Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transferred CPS Property" Transfer Date and together shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (i) the weighted average APR of the Receivables transferred to the Trust shall not be less than 18%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to such Subsequent Receivables by the amount required by the Insurer; (ii) the weighted average remaining term of the Receivables transferred to the Trust shall not be greater than 72 months; (iii) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (iv) not more than 30% of the Receivables shall have an original term to maturity of 72 months; and (v) the average AmeriCredit proprietary credit score of all 72-month loans is greater than or equal to 230. (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiii) Standard & Poor's shall have confirmed in writing to the Trust Collateral Agent that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in the related on Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Transfer Agreement; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies or certificates relating to covering the related Financed Vehicles securing or Obligors and any proceeds from the liquidation of such Subsequent CPS Receivables or the Obligors thereunder; Receivables; (iv) refunds for any proceeds from any Subsequent 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 costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life related Dealer Agreement or Auto Loan Purchase and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Sale Agreement; (v) all rights under any Service Contracts on the Receivable File related to each Subsequent CPS Receivable; and Financed Vehicles: (vi) the related Receivables Files; (vii) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller's rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; and (viii) the proceeds of any and all of the foregoing foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the "Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transferred CPS Property" Transfer Date and together shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (i) the weighted average APR of the Receivables transferred to the Trust shall not be less than 18%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to such Subsequent Receivables by the amount required by the Insurer; (ii) the weighted average remaining term of the Receivables transferred to the Trust shall not be greater than 72 months; (iii) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (iv) the average AmeriCredit proprietary credit score of all 72-month loans is greater than or equal to 230. (vii) each of the representations and warranties made by the Seller pursuant to section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiii) Standard & Poor's shall have confirmed in writing to the Trust Collateral Agent that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in on Schedule A to the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, Transfer Agreement and all monies due or to become due moneys received thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies covering the related Financed Vehicles or certificates Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent 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; (v) all rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller’s rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the Financed Vehicles securing property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii). (b) The Seller shall transfer to the Issuer the Subsequent CPS Receivables and the Subsequent Other Conveyed Property only upon the satisfaction of each of the following conditions on or prior to the Obligors thereunder; related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) refunds for as of each Subsequent Transfer Date, (A) the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life Seller shall not be insolvent and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such shall not become insolvent as a Financed Vehicle and any recourse to Dealers for any result of the foregoing; transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Receivable File related to each Subsequent CPS Receivable; and Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the proceeds Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (A) the remaining term of each Receivable transferred to the Trust shall not be greater than 72 months; (B) the original term of each Receivable transferred to the Trust shall not be more than 72 months; (C) not more than 40% of the Receivables transferred to the Trust (calculated by Aggregate Principal Balance) has an original term to maturity of 72 months; (D) each Receivable had a remaining Principal Balance of at least $250 and not more than $80,000; (E) each of the Receivables has an Annual Percentage Rate of at least 1% and not more than 33%; (F) the weighted average APR of the Receivables transferred to the Trust shall not be less than 16.65%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to the Subsequent Receivables by the amount required by the Insurer; (G) none of the Receivables transferred to the Trust was more than 30 days past due; (H) no funds have been advanced by AmeriCredit, any Dealer, any Third-Party Lender, or anyone acting on behalf of any of them in order to cause any Receivable transferred to the Trust to qualify under clause (G) above; (I) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (J) each Obligor had a billing address in the United States as of the date of origination of the Receivables transferred to the Trust, is a natural person and is not an Affiliate of any party to this Agreement; (K) each Receivable transferred to the Trust is denominated in, and each Contract provides for payment in, United States dollars; (L) each Receivable transferred to the Trust is identified on the Servicer’s master servicing records as an automobile installment sales contract or installment note; (M) each Receivable transferred to the Trust arises under a Contract which is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under this Agreement, including, without limitation, its right to review the Contract; (N) each Receivable transferred to the Trust arises under a Contract with respect to which AmeriCredit has performed all obligations required to be performed by it thereunder, and, in the event such Contract is an installment sales contract, delivery of the Financed Vehicle to the related Obligor has occurred and (O) any variation in the overall composition or characteristics of the Initial Receivables and the pool of Receivables as a whole after giving effect to the transfer of the Subsequent Receivables on such Subsequent Transfer Date shall not be material; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first priority perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiii) Standard & Poor’s shall have confirmed in writing to the Trust Collateral Agent that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing (collectivelyconditions precedent are not satisfied with respect to any Subsequent Receivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyReceivable from the Trust, at a price equal to the "Subsequent Transferred Property")Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received, (a) Subject to the conditions set forth in accordance with the CPS Purchase Agreementparagraph(b) below, the Seller does hereby Seller, pursuant to the mutually agreed upon terms contained herein and pursuant to one or more Subsequent Transfer Agreements, shall sell, transfer, assign, transfer and otherwise convey unto to the PurchaserTrust, without recourse (but without limitation of its obligations under the CPS Purchase in this Agreement), all of the right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due at any time paid or to become due payable thereon or in respect thereof after the related Subsequent Cutoff Date (including Scheduled Payments amounts due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies Date but received thereunder by OFL or the Seller after the related Subsequent Cutoff Date Date), an assignment of security interests of OFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Liquidation Proceeds Collateral Insurance and Recoveries received any Force-Placed Insurance relating to the Subsequent Receivables, rights of OFL or the Seller against Dealers with respect to the Subsequent Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the Receivable Files relating to the Subsequent Receivables, any and all other documents that OFL keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, the rights of the Seller under the related Subsequent Purchase Agreement, property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Subsequent CPS Receivable, and all proceeds of the foregoing. (b) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph(a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) The Seller shall have provided the Owner Trustee, the Indenture Trustee, the Security Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; Funding Period shall not have terminated; (iii) any proceeds from claims on any physical damage, credit life the Security Insurer (so long as an Insurer Default shall not have occurred and credit accident be continuing) shall in its sole and health insurance policies or certificates relating absolute discretion have given its prior written approval of the transfer of such Subsequent Receivables to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; Trust; (iv) refunds for the costs Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee and the Owner Trustee) in substantially the form of extended service contracts with respect to Financed Vehicles securing ExhibitG (the "Subsequent Transfer Agreement"), which shall include a Schedule of Subsequent Receivables listing the Subsequent CPS ReceivablesReceivables and shall specify the Spread Account Additional Deposit, refunds if any, the Requisite Reserve Amount, and the Class A-1 Holdback Amount, if any, as of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the for such Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Transfer Date; (v) the Seller shall have delivered to the Custodian the Receivable File related Files relating to each the Subsequent CPS Receivable; Receivables, and the Custodian shall have delivered to the Seller, the Owner Trustee, the Security Insurer and the Indenture Collateral Agent an acknowledgement of receipt of such Receivable Files; (vi) the proceeds Seller shall, to the extent required by Section 4.1, have deposited in the Collection Account collections in respect of the Subsequent Receivables; (vii) as of each Subsequent Transfer Date, neither OFL nor the Seller shall be insolvent nor shall either of them have been made insolvent by such transfer nor shall either of them be aware of any and all pending insolvency; (viii) the applicable Spread Account Additional Deposit for such Subsequent Transfer Date shall have been made pursuant to the Spread Account Agreement. (ix) the Reserve Amount on such Subsequent Transfer Date, after taking into account any transfers of funds from the Reserve Account to the General Partners in respect of the foregoing sale of the Subsequent Receivables to the Trust, shall be no less than the Requisite Reserve Amount for such Subsequent Transfer Date; (collectivelyx) each Rating Agency shall have notified the Seller, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyOwner Trustee, the Indenture Trustee and the Security Insurer in writing that following such transfer the Notes and the Certificates will be rated in the highest short-term or long-term rating category, as applicable, by such Rating Agency; (xi) such addition will not result in a material adverse tax consequence to the Trust, the Noteholders or the Certificateholders as evidenced by an Opinion of Counsel to be delivered by the Seller; (xii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xiii) the Seller shall have delivered to the Rating Agencies and to the Security Insurer one or more Opinions of Counsel with respect to the transfer of the Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to such Persons on the Closing Date; (A) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on each related Subsequent Cutoff Date): (1) the weighted average APR of such Receivables will not be less than 14.19%, (2) the weighted average remaining term of such Receivables will not be greater than 67 months nor less than 63 months, (3) not more than 83% of the Aggregate Principal Balances of such Receivables will represent loans secured by used Financed Vehicles, (4) not more than 48% of the Aggregate Principal Balance of such Receivables will represent Receivables originated under OFL's "Classic" program, (5) not more than 2% of the Aggregate Principal Balance of such Receivables will have an APR in excess of 21%, (6) not more than 0.25% of the Aggregate Principal Balance of such Receivables will represent loans in excess of $50,000.00, (7) not more than 3.0% of the Aggregate Principal Balance of such Receivables will represent loans with original terms greater than 72 months and (8) not more than 4.0% of the Aggregate Principal Balance of such Receivables will represent loans secured by Financed Vehicles that previously secured a loan originated by OFL with an obligor other than the current Obligor, and (B) the Trust, the Owner Trustee, the Indenture Trustee and the Security Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of such criteria; (xv) the Seller shall have taken any action necessary or, if requested by the Security Insurer, advisable to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Collateral Agent in the Indenture Collateral; and (xvi) no selection procedures adverse to the interests of the Certificateholders or the Noteholders shall have been utilized in selecting the Subsequent Transferred Property")Receivables. (c) On such Subsequent Transfer Date, if all the conditions specified in paragraph (b) above have been satisfied, the Trust shall accept the transfer of such Subsequent Receivables and shall pay to the Seller from the Pre-Funding Account an amount equal to (i) the Principal Balance as of the related Subsequent Cutoff Date of the Subsequent Receivables transferred to the Trust as of such date, minus (ii) the Spread Account Additional Deposit, if any, for such Subsequent Transfer Date, minus (iii) the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount as of such Subsequent Transfer Date, and minus (iv) the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date. (d) The Seller covenants to transfer to the Trust pursuant to paragraph (a) above Subsequent Receivables with an aggregate Principal Balance equal to $214,522,568.95; PROVIDED, HOWEVER, that the sole remedy of the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a failure of such covenant shall be to enforce the provisions of Sections 2.3(c) and 6.2 of the Closing Date Purchase Agreement, Section 2.4(c) hereof (with respect to Class A-1 Holdback Amounts) and Section 4.7(c) hereof, Section 10.01(b) of the Indenture and Section 5.2 of the Trust Agreement with respect to payment of the Certificate Prepayment Premium, Class A-1 Prepayment Premium, Class A-2 Prepayment Premium, Class A-3 Prepayment Premium, Class A-4 Prepayment Premium and Class A-5 Prepayment Premium.

Conveyance of Subsequent Receivables. For value received, in accordance with In consideration of the CPS Purchase AgreementIssuer's delivery to or upon the order of the Seller of $____________, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, without recourse (but without limitation of its obligations under except as expressly provided in the CPS Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: : (ia) all right, title and interest of the Seller in and to the Subsequent CPS Receivables listed in the related Schedule of A to this Subsequent CPS Receivables Transfer Agreement and, with respect to Subsequent Receivables which are Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller or CPS on or before the related Subsequent Cutoff Date) and, with respect to Subsequent Receivables which are Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables on or after the Subsequent Cutoff Date; (iib) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; ; (iiic) all right, title and interest of the Seller in and to 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 or the Obligors; (d) all right, title and interest of the Seller in and to the Subsequent Purchase Agreements, including a direct right to cause CPS to purchase Receivables or from the Obligors thereunder; Trust under certain circumstances; (ive) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (vf) the Receivable File related to each Subsequent CPS Receivable; and ; (vig) the proceeds of any and all of the foregoing (collectivelyforegoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Subsequent Receivables and Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to the Subsequent 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 "Subsequent Transferred CPS Property" transfer and together with any Subsequent Transferred Samco Propertyassignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the "Subsequent Transferred Property")property referred to in this Section 3 for the benefit of the Securityholders and the Note Insurer.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: : (i) all right, title and interest of the Seller in and to the Subsequent CPS Receivables listed in Schedule A to the related Schedule of Subsequent CPS Receivables Transfer Agreement and, with respect to Subsequent Receivables that are Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller or CPS on or before the related Subsequent Cutoff Date) and, with respect to Subsequent Receivables that are Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables on or after the related Subsequent Cutoff Date; (ii) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; ; (iii) all right, title and interest of the Seller in and to 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 Subsequent CPS Receivables or the Obligors thereunder; Obligors; (iv) all right, title and interest of the Seller in and to the Subsequent Purchase Agreements, including a direct right to cause CPS to purchase Receivables from the Trust under certain circumstances; (v) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (vvi) the Receivable File related to each Subsequent CPS Receivable; (vii) all amounts and property from time to time held in or credited to the Collection Account, the Lockbox Account or the Certificate Account; and and (viviii) the proceeds of any and all of the foregoing foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the "Owner Trustee, the Credit Enhancer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transferred CPS Property" Transfer Date and together shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2 of this Agreement, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates): [ ]; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first priority perfected security interest of the Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Securityholders or the Credit Enhancer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Securityholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Credit Enhancer an opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Credit Enhancer on the Closing Date and (B) to the Trustee the opinion of Counsel required by Section 13.2(i)(1); (xiii) each Rating Agency shall have confirmed that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Credit Enhancer (so long as no Credit Enhancer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Credit Enhancer shall have been reimbursed for any fees and expenses incurred by the Credit Enhancer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Credit Enhancer and the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value receivedSubject to the conditions set forth in Section 5 hereof, in accordance with consideration of the CPS payment of the Subsequent Receivables Purchase AgreementPrice to or upon the written order of the Transferor, the Seller Transferor does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, in trust for the benefit of the Noteholders and the Note Insurer, without recourse (but without limitation of its obligations under the CPS Purchase Agreement)recourse, all right, title and interest of the Seller Transferor in and to: : (i1) the Subsequent CPS Receivables listed in Schedule A hereto, all monies received on such Subsequent Receivables after the related Schedule of Subsequent CPS Receivables Cut-off Date and, with respect to Rule of 78's any Subsequent Receivables which are Precomputed Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date Payahead Amount and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii2) the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller Transferor in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, and any other evidence of ownership with respect to such Financed Vehicles; ; (iii3) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates or the VSI Policy, if any, relating to the related Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; related Obligors, including any rebates and premiums; (iv4) property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to the liquidation of such Subsequent Receivable; (5) this Agreement, the Purchase Agreement and the Guarantee, including, without limitation, a direct right to cause LBAC to purchase Subsequent Receivables from the Trust upon the occurrence of a breach of any of the representations and warranties contained in Section 4 of this Agreement or the failure of LBAC to timely comply with its obligations pursuant to Section 5.5 of the Purchase Agreement; (6) refunds for the costs of extended service contracts with respect to the related Financed Vehicles securing the Subsequent CPS ReceivablesVehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an a related Obligor or a related Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a related Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (v7) the Legal Files and the Receivable File Files related to each Subsequent CPS ReceivableReceivable and any and all other documents that LBAC keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the related Obligors or the related Financed Vehicles; (8) all amounts and property from time to time held in or credited to the Lock-Box Account, to the extent such amounts and property relate to the Subsequent Receivables; (9) any proceeds from recourse against the Dealers (other than any Chargeback Obligations), including, without limitation, any Dealer Title Guaranties with respect to the Subsequent Receivables, with respect to the sale of the Subsequent Receivables; and and (vi10) the proceeds of any and all of the foregoing (collectivelyforegoing. The Transferor represents and warrants that the Subsequent Receivables and other Transferred Property are being transferred with the intention of removing them from the Transferor's estate pursuant to Section 541 of the Bankruptcy Code, as the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property")same may be amended from time to time.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein) all right, title and interest of the Seller in in, to and to: under: (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, Lien Certificates with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to such Financed Vehicles; ; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all proceeds from recourse against Dealers or CPS with respect to the related Subsequent Receivables; (v) all of the Seller’s rights and benefits, but none of its obligations or burdens, under the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Issuer under certain circumstances and to indemnify the Issuer pursuant to the Subsequent Receivables Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her an Obligor’s obligations with respect to such a Subsequent Receivable or Financed Vehicle and any recourse to Dealers or CPS for any of the foregoing; ; (vvii) the Receivable File related to each Subsequent Receivable; (viii) all amounts and property from time to time held in or credited to the Collection Account, the Pre-Funding Account, the Series 2016-C Spread Account and the Principal Distribution Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secured a Subsequent Receivable that has been acquired by or on behalf of CPS or the Seller pursuant to a liquidation of such Receivable; and (x) all present and (vi) 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Subsequent Receivables and all the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and each Rating Agency with an Addition Notice not later than five Business Days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (collectivelyii) the Seller shall have delivered to the Owner Trustee, the "Grantor Trust Trustee and the Indenture Trustee a duly executed Subsequent Transferred CPS Property" Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be rendered insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and together (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates): (A) the weighted average APR of such Receivables will be greater than or equal to 19.40%; (B) the weighted average remaining term of such Receivables will be within a range of 12 to 72 months; (C) not more than 80.00% of the aggregate Principal Balance of such Receivables will represent financing of used Financed Vehicles; (D) not more than 0.25% of the aggregate Principal Balance of such Receivables will have an APR in excess of 26.00% and not more than 16.75% of the aggregate Principal Balance of such Receivables will have an APR of less than 17.00%; (E) none of such Receivables will have an APR in excess of 35.00%; (F) each Receivable will have a minimum APR of 8.00%; (G) each Receivable will have an original term of no more than 72 months and no more than 76.25% of the aggregate Principal Balance of such Receivables will have an original term in excess of sixty (60) months; (H) no more than 9.00% of the aggregate Principal Balance of such Receivables will have been originated in California; (I) no more than 8.00% of the aggregate Principal Balance of such Receivables will have been originated in Texas; (J) no more than 7.00% of the aggregate Principal Balance of such Receivables will have been originated in Ohio; (K) not less than 73.00% of the aggregate Principal Balance of such Receivables will have been purchased under the Seller’s “Alpha,” “Super Alpha,” “Alpha Plus” or “Preferred” programs; (L) no more than 3.50% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s First Time Buyer program; (M) no more than 11.00% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Delta program; (N) no less than 13.75% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Alpha Plus program; (O) no less than 13.00% of the aggregate Principal Balance of such Receivables on an aggregate basis will be originated under the Seller’s Preferred and Super Alpha programs; (P) no more than 13.25% of the aggregate Principal Balance of such Receivables will constitute Post-Petition Receivables; (Q) none of such Receivables will have an LTV in excess of 145.00%; (R) the weighted average LTV of such Receivables will be less than or equal to 115.20%; (S) no more than 0.05% of Receivables will have an LTV in excess of 141.00%; (T) none of the Receivables will have been originated under the Seller’s Bravo Program; and (U) the Grantor Trust, the Issuer, the Indenture Trustee, the Grantor Trust Trustee, the Owner Trustee and the Grantor Trust Delaware Trustee shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (A) through (T) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the related Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement and further transferred by the Trust to the Grantor Trust pursuant to the Grantor Trust Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected security interest of (a) the Issuer in the Owner Trust Estate, (B) the Grantor Trust in the Grantor Trust Estate and (iii) the Indenture Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and each Placement Agent an Opinion of Counsel with respect to the characterization of the transfer of such Subsequent Receivables as a “true sale”, which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Rating Agencies and each Placement Agent on the Closing Date, and (B) to the Indenture Trustee and each Placement Agent the Opinion of Counsel required by Section 13.2(i)(i), which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Indenture Trustee and each Placement Agent on the Closing Date; (xiii) each of the Seller and the Issuer shall have received verbal verification from the Rating Agencies that the addition of all such Subsequent Receivables will not result in a qualification, modification or withdrawal of the then current rating of each Class of Notes; (xiv) the Servicer shall instruct the Indenture Trustee to transfer the Subsequent Spread Account Deposit to the Series 2016-C Spread Account with respect to the related Subsequent Receivables transferred on such Subsequent Transfer Date; and (xv) the Seller shall have delivered to the Indenture Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in the related on Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Transfer Agreement; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies or certificates relating to covering the related Financed Vehicles securing or Obligors and any proceeds from the liquidation of such Subsequent CPS Receivables or the Obligors thereunder; Receivables; (iv) refunds for any proceeds from any Subsequent 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 costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life related Dealer Agreement or Auto Loan Purchase and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Sale Agreement; (v) all rights under any Service Contracts on the Receivable File related to each Subsequent CPS Receivable; and Financed Vehicles: (vi) the related Receivables Files; (vii) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller's rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; and (viii) the proceeds of any and all of the foregoing foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the "Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transferred CPS Property" Transfer Date and together shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (i) the weighted average APR of the Receivables transferred to the Trust shall not be less than 18%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to such Subsequent Receivables by the amount required by the Insurer; (ii) the weighted average remaining term of the Receivables transferred to the Trust shall not be greater than 72 months; (iii) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (iv) not more than 30% of the Receivables shall have an original term to maturity of 72 months; and (v) the average AmeriCredit proprietary credit score of all 72-month loans is greater than or equal to 230. (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiii) Standard & Poor's shall have confirmed in writing to the Trust Collateral Agent that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein) all right, title and interest of the Seller in in, to and to: under: (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, Lien Certificates with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to such Financed Vehicles; ; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all proceeds from recourse against Dealers or Consumer Lenders with respect to the related Subsequent Receivables; (v) all of the Seller’s rights and benefits, but none of its obligations or burdens, under the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Issuer under certain circumstances and to indemnify the Issuer pursuant to the Subsequent Receivables Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her an Obligor’s obligations with respect to such a Subsequent Receivable or Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; ; (vvii) the Receivable File related to each Subsequent Receivable; (viii) all amounts and property from time to time held in or credited to the Collection Account, the Pre-Funding Account, the Series 2015-A Spread Account and the Principal Distribution Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secured a Subsequent Receivable that has been acquired by or on behalf of CPS or the Seller pursuant to a liquidation of such Receivable; and (x) all present and (vi) 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Subsequent Receivables and all the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and each Rating Agency with an Addition Notice not later than five Business Days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (collectivelyii) the Seller shall have delivered to the Owner Trustee, the "Grantor Trust Trustee and the Indenture Trustee a duly executed Subsequent Transferred CPS Property" Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be rendered insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and together (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates): (A) the weighted average APR of such Receivables will be greater than or equal to 19.35%; (B) the remaining term of such Receivables will be within a range of 21 to 72 months; (C) not more than 84.00% of the aggregate Principal Balance of such Receivables will represent financing of used Financed Vehicles; (D) not more than 0.50% of the aggregate Principal Balance of such Receivables will have an APR in excess of 26.00% and not more than 19.25% of the aggregate Principal Balance of such Receivables will have an APR of less than 17.00%; (E) none of such Receivables will have an APR in excess of 35.00%; (F) each Receivable will have a minimum APR of 8.00%; (G) each Receivable will have an original term of no more than seventy-two (72) months and no more than 61.75% of the aggregate Principal Balance of such Receivables will have an original term in excess of sixty (60) months; (H) no more than 10.50% of the aggregate Principal Balance of such Receivables will have been originated in Texas; (I) no more than 12.00% of the aggregate Principal Balance of such Receivables will have been originated in California; (J) no more than 7.00% of the aggregate Principal Balance of such Receivables will have been originated in Florida; (K) not less than 71.75% of the aggregate Principal Balance of such Receivables will have been purchased under the Seller’s “Alpha,” “Super Alpha,” “Alpha Plus” or “Preferred” programs; (L) no more than 7.75% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s First Time Buyer program; (M) no more than 10.00% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Delta program; (N) no less than 15.00% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Alpha Plus program; (O) no less than 16.00% of the aggregate Principal Balance of such Receivables on an aggregate basis will be originated under the Seller’s Preferred and Super Alpha programs; (P) no more than 10.75% of the aggregate Principal Balance of such Receivables will constitute Post-Petition Receivables; Q) none of such Receivables will have been originated by Fireside, MFN, SeaWest or their respective subsidiaries; (R) none of such Receivables will have an LTV in excess of 145.00%; (S) the weighted average LTV of such Receivables will be less than or equal to 115.60%; (T) no more than 0.05% of Receivables will have an LTV in excess of 141.00%; and (U) the Grantor Trust, the Trust, the Indenture Trustee, the Grantor Trust Trustee, the Delaware Trustee and the Owner Trustee shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (A) through (T) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the related Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement and further transferred by the Trust to the Grantor Trust pursuant to the Grantor Trust Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected security interest of (a) the Issuer in the Owner Trust Estate, (B) the Grantor Trust in the Grantor Trust Estate and (iii) the Indenture Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) 2the Seller shall have delivered (A) to the Rating Agencies and each Placement Agent an Opinion of Counsel with respect to the characterization of the transfer of such Subsequent Receivables as a “true sale”, which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Rating Agencies and each Placement Agent on the Closing Date, and (B) to the Indenture Trustee and each Placement Agent the Opinion of Counsel required by Section 13.2(i)(i), which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Indenture Trustee and each Placement Agent on the Closing Date; (xiii) each of the Seller and the Issuer shall have received verbal verification from the Rating Agencies that the addition of all such Subsequent Receivables will not result in a qualification, modification or withdrawal of the then current rating of each Class of Notes; (xiv) the Servicer shall instruct the Indenture Trustee to transfer the Subsequent Spread Account Deposit to the Series 2015-A Spread Account with respect to the related Subsequent Receivables transferred on such Subsequent Transfer Date; and (xv) the Seller shall have delivered to the Indenture Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2.

Conveyance of Subsequent Receivables. For value received(a) On or prior to the Distribution Date (x) in each month (beginning with the _____ _____ Distribution Date) during the Revolving Period and (y) if no Early Amortization Event has occurred, in accordance the first month with respect to the CPS Purchase AgreementAmortization Period, on one or more days selected by the Servicer (each, a "Transfer Date"), the Seller does Servicer shall direct the Indenture Trustee to reinvest Available Principal Amounts on deposit in the Principal Funding Account in additional loan or lease Contracts originated or acquired and selected by MCC from its portfolio of loan and lease Contracts. Subject to the conditions set forth in paragraph (b) below on each Transfer Date, upon transfer of the applicable Subsequent Receivables from MCC to the Transferor pursuant to the Contribution and Sale Agreement and payment to the Transferor from amounts on deposit in the Principal Funding Account in an amount equal to the Principal Balance of the Subsequent Receivables being transferred on such date as of the related Subsequent Cut-off Date, the Transferor hereby selltransfers, assignassigns, transfer sets over and otherwise convey unto conveys to the PurchaserIssuer, without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), herein) all right, title and interest of the Seller Transferor in and to: to the following, whether then owned or thereafter acquired: (i) all right, title and interest of the Transferor, in and to the Subsequent CPS Receivables listed in on the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, and all monies moneys (including accrued interest) due or to become due thereon due, or received thereunder on or after the related Subsequent Cutoff Date Cut-off Date; (including Scheduled Payments due after ii) the related Subsequent Cutoff Date (including principal prepayments relating interest of the Transferor in the Financed Equipment granted by Obligors pursuant to such Scheduled PaymentsSubsequent Receivables; (iii) but received by the Seller on or before interest of the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received Transferor in any proceeds with respect to such Subsequent CPS Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health or disability insurance policies covering Financed Equipment or certificates relating to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoingEquipment; and (v) the Receivable File related to each Subsequent CPS Receivable; and (viiv) the proceeds of any and all of the foregoing foregoing. (collectively, b) The Transferor shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Transfer Date: (i) the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E (the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred PropertyTransfer Assignment"), which shall include supplements to the Schedule of Receivables listing the Subsequent Receivables; (ii) the Transferor shall, to the extent required by Section 5.02, have deposited in the Collection Account all Collections in respect of the Subsequent Receivables; (iii) as of such Transfer Date, (A) the Transferor was not insolvent and will not become insolvent as a result of the transfer of Subsequent Receivables on such Transfer Date, (B) the Transferor did not intend to incur or believe that it would incur debts that would be beyond the Transferor's ability to pay as such debts matured, (C) such transfer was not made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Transferor did not constitute unreasonably small capital to carry out its business as conducted; (iv) the Receivables then in the Trust, including the Subsequent Receivables to be conveyed to the Trust on such Transfer Date, shall meet the criteria (based on the characteristics of the Initial Receivables on the Initial Cut-off Date and the Subsequent Receivables on the respective Subsequent Cut-off Dates) specified in Section 3.01. (v) each of the representations and warranties made by the Transferor pursuant to Section 3.01 with respect to the Subsequent Receivables shall be true and correct as of such Transfer Date, and the Transferor shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vi) the Transferor shall, at its own expense, on or prior to such Transfer Date, indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Assignment have been transferred to the Issuer pursuant to this Agreement and the Subsequent Transfer Assignments; (vii) the Transferor shall have taken any action (other than delivery of the original Contracts) required to maintain the first perfected ownership or security interest of the Issuer in the Trust Estate; (viii) no selection procedures believed by the Transferor to be adverse or beneficial to the interests of the Class A Noteholders shall have been utilized in selecting the Subsequent Receivables; and (ix) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this paragraph (b).

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: to whether now owned or existing or hereinafter acquired: (i) the Subsequent CPS Receivables listed in on Schedule A to the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, Transfer Agreement and all monies due or to become due moneys received thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health disability insurance policies covering the related Financed Vehicles or certificates Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent 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; (v) all rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivable Files; (vii) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller's rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; (viii) all of the Seller's (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the Financed Vehicles securing property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii). (b) The Seller shall transfer to the Issuer the Subsequent CPS Receivables and the Subsequent Other Conveyed Property only upon the satisfaction of each of the following conditions on or prior to the Obligors thereunder; related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement and Subsequent Purchase Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) refunds for as of each Subsequent Transfer Date, (A) neither AmeriCredit nor the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life Seller shall be insolvent and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such shall not become insolvent as a Financed Vehicle and any recourse to Dealers for any result of the foregoing; transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) neither AmeriCredit nor the Seller shall intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of AmeriCredit or the Seller, as the case may be, shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Receivable File related to each Subsequent CPS Receivable; and Funding Period shall not have terminated; (vi) the proceeds Receivables transferred to the Trust pursuant hereto shall meet the following criteria, as such information is provided to the Trust Collateral Agent by the Servicer: (A) the remaining term of each such Receivable shall not be more than 72 months; (B) the original term of each such Receivable shall not be more than 72 months; (C) each such Receivable shall have a remaining Principal Balance of at least $250 and not more than $80,000; (D) each such Receivable shall have an Annual Percentage Rate of at least 1% and not more than 33%; (E) no such Receivable shall be more than 30 days past due; (F) no funds shall have been advanced by AmeriCredit, any Originating Affiliate, any Dealer, any Third-Party Lender, or anyone acting on behalf of any of them in order to cause any such Receivable to qualify under clause (E), above; (G) the related Obligor of each such Receivable shall have had a billing address in the United States as of the date of origination of the related Receivable, shall be a natural person and shall not be an Affiliate of any party to this Agreement; (H) each such Receivable shall be denominated in, and the related Contract shall provide for payment in, United States dollars; (I) each such Receivable shall be identified on the Servicer's master servicing records as an automobile installment sales contract or installment note; (J) each such Receivable shall arise under a Contract which is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under this Agreement, including, without limitation, its right to review the Contract; and (K) each such Receivable shall arise under a Contract with respect to which AmeriCredit has performed all obligations required to be performed by it thereunder, and, in the event such Contract is an installment sales contract, delivery of the Financed Vehicle to the related Obligor shall have occurred. In addition, after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, all Receivables transferred to the Trust pursuant hereto on or prior to that Subsequent Transfer Date shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates), as such information is provided to the Trust Collateral Agent by the Servicer: (W) not more than 50% of such Receivables (calculated by Aggregate Principal Balance) shall have an original term to maturity of 72 months; (X) the weighted average APR of such Receivables shall not be less than 16.75% unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to the Subsequent Receivables by the amount required by the Insurer; (Y) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; and (Z) any variation in the overall composition or characteristics of the Initial Receivables and the pool of Receivables as a whole after giving effect to the transfer of the Subsequent Receivables on such Subsequent Transfer Date shall not be material; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date and each of the conditions under the Subsequent Purchase Agreement shall have been satisfied or waived as provided therein; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first priority perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) for federal income tax purposes, the addition of any such Subsequent Receivables shall not cause the Notes to fail to qualify as indebtedness or cause the Issuer to be characterized as an association (or publicly traded partnership) taxable as a corporation; (xii) the Seller shall have delivered to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiii) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xiv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xv) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing (collectivelyconditions precedent are not satisfied with respect to any Subsequent Receivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyReceivable from the Trust, at a price equal to the "Subsequent Transferred Property")Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received, in accordance with In consideration of the CPS Purchase AgreementIssuer's delivery to or upon the order of the Seller of $____________, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, without recourse (but without limitation of its obligations under except as expressly provided in the CPS Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: : (ia) the Subsequent CPS Receivables listed in the related Schedule of A to this Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder (other than the Additional Servicing Compensation) after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of MichiganNon-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles; Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iiic) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (ivd) all proceeds from recourse against Dealers with respect to the related Subsequent Receivables; (e) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Issuer under certain circumstances and to indemnify the Issuer pursuant to the Subsequent Receivables Purchase Agreement; (f) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the under a Subsequent CPS Receivables Receivable or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (vg) the Receivable File related to each Subsequent 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; (i) all property (including the right to receive future Net Liquidation Proceeds) that secured a Subsequent Receivable that has been acquired by or on behalf of CPS or the Seller pursuant to a liquidation of such Receivable; and ; (vij) the proceeds of any and all of the foregoing; and (k) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing (collectivelyand 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Subsequent Transfer Agreement shall constitute a sale of the Subsequent Receivables and Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to the Subsequent 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 not to be a sale, this Subsequent Transferred CPS Property" Transfer Agreement shall constitute a grant of a security interest in the property referred to in this Section 3 for the benefit of the Securityholders and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property")Note Insurer.

Conveyance of Subsequent Receivables. For value receivedSubject to the conditions set forth in Section 5 hereof, in accordance with consideration of the CPS payment of the Subsequent Receivables Purchase AgreementPrice to or upon the written order of the Transferor, the Seller Transferor does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, in trust for the benefit of the Noteholders and the Note Insurer, without recourse (but without limitation of its obligations under the CPS Purchase Agreement)recourse, all right, title and interest of the Seller Transferor in and to: : (i1) the Subsequent CPS Receivables listed in Schedule A hereto, all monies received on such Subsequent Receivables after the related Schedule of Subsequent CPS Receivables Cutoff Date and, with respect to Rule of 78's any Subsequent Receivables which are Precomputed Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) andPayahead Amount, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii2) the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller Transferor in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, and any other evidence of ownership with respect to such Financed Vehicles; ; (iii3) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates or the VSI Policy, if any, relating to the related Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; related Obligors, including any rebates and premiums; (iv4) property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to the liquidation of such Subsequent Receivable; (5) this Agreement, the Purchase Agreement and the Guarantee, including, without limitation, a direct right to cause LBAC to purchase Subsequent Receivables from the Trust upon the occurrence of a breach of any of the representations and warranties contained in Section 4 of this Agreement or the failure of LBAC to timely comply with its obligations pursuant to Section 5.5 of the Purchase Agreement; (6) refunds for the costs of extended service contracts with respect to the related Financed Vehicles securing the Subsequent CPS ReceivablesVehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an a related Obligor or a related Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a related Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (v7) the Legal Files and the Receivable File Files related to each Subsequent CPS ReceivableReceivable and any and all other documents that LBAC keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the related Obligors or the related Financed Vehicles; (8) all amounts and property from time to time held in or credited to the Lock-Box Account, to the extent such amounts and property relate to the Subsequent Receivables; (9) any proceeds from recourse against the Dealers (other than any Chargeback Obligations), including, without limitation, any Dealer Title Guaranties with respect to the Subsequent Receivables, with respect to the sale of the Subsequent Receivables; and and (vi10) the proceeds of any and all of the foregoing (collectivelyforegoing. The Transferor represents and warrants that the Subsequent Receivables and other Transferred Property are being transferred with the intention of removing them from the Transferor's estate pursuant to Section 541 of the Bankruptcy Code, as the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property")same may be amended from time to time.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in the related on Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Transfer Agreement; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies or certificates relating to covering the related Financed Vehicles securing or Obligors and any proceeds from the liquidation of such Subsequent CPS Receivables or the Obligors thereunder; Receivables; (iv) refunds for any proceeds from any Subsequent 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 costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life related Dealer Agreement or Auto Loan Purchase and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Sale Agreement; (v) all rights under any Service Contracts on the Receivable File related to each Subsequent CPS Receivable; and Financed Vehicles: (vi) the related Receivables Files; (vii) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller's rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; and (viii) the proceeds of any and all of the foregoing foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the "Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transferred CPS Property" Transfer Date and together shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (i) the weighted average APR of the Receivables transferred to the Trust shall not be less than 17%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to such Subsequent Receivables by the amount required by the Insurer; (ii) the weighted average remaining term of the Receivables transferred to the Trust shall not be greater than 72 months; (iii) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (iv) not more than 40% (calculated by Aggregate Principal Balance) of the Receivables shall have an original term to maturity of 72 months; and (v) the weighted average AmeriCredit proprietary credit score of all 72-month loans is greater than or equal to 230. (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiii) Standard & Poor's shall have confirmed in writing to the Trust Collateral Agent that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: to whether now owned or existing or hereinafter acquired: (i) the Subsequent CPS Receivables listed in on Schedule A to the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, Transfer Agreement and all monies due or to become due moneys received thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health disability insurance policies covering the related Financed Vehicles or certificates Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds from any Subsequent 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; (v) all rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller’s rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the Financed Vehicles securing property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii). (b) The Seller shall transfer to the Issuer the Subsequent CPS Receivables and the Subsequent Other Conveyed Property only upon the satisfaction of each of the following conditions on or prior to the Obligors thereunder; related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement and Subsequent Purchase Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) refunds for as of each Subsequent Transfer Date, (A) neither AmeriCredit nor the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life Seller shall be insolvent and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such shall not become insolvent as a Financed Vehicle and any recourse to Dealers for any result of the foregoing; transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) neither AmeriCredit nor the Seller shall intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of AmeriCredit or the Seller, as the case may be, shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Receivable File related to each Subsequent CPS Receivable; and Funding Period shall not have terminated; (vi) the proceeds Receivables transferred to the Trust pursuant hereto shall meet the following criteria, as such information is provided to the Trust Collateral Agent by the Servicer: (A) the remaining term of each such Receivable shall not be more than 72 months; (B) the original term of each such Receivable shall not be more than 72 months; (C) each such Receivable shall have a remaining Principal Balance of at least $250 and not more than $80,000; (D) each such Receivable shall have an Annual Percentage Rate of at least 1% and not more than 33%; (E) no such Receivable shall be more than 30 days past due; (F) no funds shall have been advanced by AmeriCredit, any Originating Affiliate, any Dealer, any Third-Party Lender, or anyone acting on behalf of any of them in order to cause any such Receivable to qualify under clause (E), above; (G) the related Obligor of each such Receivable shall have had a billing address in the United States as of the date of origination of the related Receivable, shall be a natural person and shall not be an Affiliate of any party to this Agreement; (H) each such Receivable shall be denominated in, and the related Contract shall provide for payment in, United States dollars; (I) each such Receivable shall be identified on the Servicer’s master servicing records as an automobile installment sales contract or installment note; (J) each such Receivable shall arise under a Contract which is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under this Agreement, including, without limitation, its right to review the Contract; and (K) each such Receivable shall arise under a Contract with respect to which AmeriCredit has performed all obligations required to be performed by it thereunder, and, in the event such Contract is an installment sales contract, delivery of the Financed Vehicle to the related Obligor shall have occurred. In addition, after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, all Receivables transferred to the Trust pursuant hereto on or prior to that Subsequent Transfer Date shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates), as such information is provided to the Trust Collateral Agent by the Servicer: (V) not more than 70% of such Receivables (calculated by Aggregate Principal Balance) shall have an original term to maturity of 72 months; (W) the weighted average APR of such Receivables shall not be less than 16.75% unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to the Subsequent Receivables by the amount required by the Insurer; (X) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (Y) not more than 2% of all Receivables which have been transferred to the Issuer including the Initial Receivables as of the Initial Cutoff Date and all Subsequent Receivables transferred to the Issuer as of such Subsequent Cutoff Date shall be “electronic chattel paper” (as such term is defined in the UCC); and (Z) any variation in the overall composition or characteristics of the Initial Receivables and the pool of Receivables as a whole after giving effect to the transfer of the Subsequent Receivables on such Subsequent Transfer Date shall not be material; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date and each of the conditions under the Subsequent Purchase Agreement shall have been satisfied or waived as provided therein; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first priority perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) for federal income tax purposes, the addition of any such Subsequent Receivables shall not cause the Notes to fail to qualify as indebtedness or cause the Issuer to be characterized as an association (or publicly traded partnership) taxable as a corporation; (xii) the Seller shall have delivered to the Trust Collateral Agent and the Insurer the Opinion of Counsel required by Section 12.2(h)(1); (xiii) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xiv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xv) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing (collectivelyconditions precedent are not satisfied with respect to any Subsequent Receivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyReceivable from the Trust, at a price equal to the "Subsequent Transferred Property")Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received, in accordance with the CPS Purchase Agreement, the Seller does hereby sell, assign, transfer and otherwise convey unto the Purchaser, without recourse (but without limitation of its obligations under the CPS Purchase Agreement), all right, title and interest of the Seller in and to: (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Subsequent CPS Receivables that are Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Subsequent CPS Receivables that are Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; (v) the Receivable File related to each Subsequent CPS Receivable; and (vi) the proceeds of any and all of the foregoing (collectively, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property").

Conveyance of Subsequent Receivables. For value received, in accordance with In consideration of the CPS Purchase AgreementPurchaser's delivery to or upon the order of the Seller of $_______________________, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, without recourse (but without limitation of its obligations under except as expressly provided in the CPS Purchase Agreement), all right, title and interest of the Seller in and to: : (ia) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, and all monies due paid or to become due thereon payable thereon, on and after the related Subsequent Cutoff Date (including Scheduled Payments amounts due after on or before the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before after the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ); (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, ; (c) any proceeds and the certificates of title or, right to receive proceeds with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) any proceeds Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies covering the related Financed Vehicles or certificates Obligors including rebating of premiums relating to the Financed Vehicles securing Receivables, and any proceeds from the liquidation of the Subsequent CPS Receivables Receivables; (d) all rights of the Seller against the Dealers or the Obligors thereunderUnaffiliated Originators pursuant to Dealer Agreements; Dealer Assignments; or Unaffiliated Originator Receivables Purchase Agreements; (ive) refunds for the costs of extended service contracts related Receivables Files and any and all other documents that the Seller keeps on file in accordance with respect its customary procedures relating to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies the Obligors or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Financing Vehicles; (v) the Receivable File related to each Subsequent CPS Receivable; and (vif) the proceeds of any and all of the foregoing foregoing; (collectively, g) all rights under any Service Contracts on the "Subsequent Transferred CPS Property" related Financed Vehicles; and (h) property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and together with any Subsequent Transferred Samco Property, that has been acquired by or on behalf of the "Subsequent Transferred Property")Trust pursuant to liquidation of such Receivables.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in the related on Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Transfer Agreement; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies or certificates relating to covering the related Financed Vehicles securing or Obligors and any proceeds from the liquidation of such Subsequent CPS Receivables or the Obligors thereunder; Receivables; (iv) refunds for any proceeds from any Subsequent 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 costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life related Dealer Agreement or Auto Loan Purchase and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Sale Agreement; (v) all rights under any Service Contracts on the Receivable File related to each Subsequent CPS Receivable; and Financed Vehicles: (vi) the related Receivables Files; (vii) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller's rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; and (viii) the proceeds of any and all of the foregoing foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the "Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transferred CPS Property" Transfer Date and together shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (i) the weighted average APR of the Receivables transferred to the Trust shall not be less than 17%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to such Subsequent Receivables by the amount required by the Insurer; (ii) the weighted average remaining term of the Receivables transferred to the Trust shall not be greater than 72 months; (iii) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (iv) not more than 40% (calculated by Aggregate Principal Balance) of the Receivables shall have an original term to maturity of 72 months; and (v) the weighted average AmeriCredit proprietary credit score of all 72-month loans is greater than or equal to 230; (vii) the weighted average of the AmeriCredit proprietary credit score of the Subsequent Receivables is greater than or equal to 233; (viii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (ix) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (x) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trust Collateral Agent in the Collateral; (xi) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xii) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xiii) the Seller shall have delivered (A) to the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiv) Standard & Poor's shall have confirmed in writing to the Trust Collateral Agent that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xvi) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvii) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein) all right, title and interest of the Seller in in, to and to: under: (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, Lien Certificates with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to such Financed Vehicles; ; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all proceeds from recourse against Dealers or CPS with respect to the related Subsequent Receivables; (v) all of the Seller’s rights and benefits, but none of its obligations or burdens, under the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Issuer under certain circumstances and to indemnify the Issuer pursuant to the Subsequent Receivables Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her an Obligor’s obligations with respect to such a Subsequent Receivable or Financed Vehicle and any recourse to Dealers or CPS for any of the foregoing; ; (vvii) the Receivable File related to each Subsequent Receivable; (viii) all amounts and property from time to time held in or credited to the Collection Account, the Pre-Funding Account, the Series 2016-B Spread Account and the Principal Distribution Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secured a Subsequent Receivable that has been acquired by or on behalf of CPS or the Seller pursuant to a liquidation of such Receivable; and (x) all present and (vi) 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Subsequent Receivables and all the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and each Rating Agency with an Addition Notice not later than five Business Days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (collectivelyii) the Seller shall have delivered to the Owner Trustee, the "Grantor Trust Trustee and the Indenture Trustee a duly executed Subsequent Transferred CPS Property" Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be rendered insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and together (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates): (A) the weighted average APR of such Receivables will be greater than or equal to 19.60%; (B) the weighted average remaining term of such Receivables will be within a range of 12 to 72 months; (C) not more than 80.00% of the aggregate Principal Balance of such Receivables will represent financing of used Financed Vehicles; (D) not more than 0.25% of the aggregate Principal Balance of such Receivables will have an APR in excess of 26.00% and not more than 17.00% of the aggregate Principal Balance of such Receivables will have an APR of less than 17.00%; (E) none of such Receivables will have an APR in excess of 35.00%; (F) each Receivable will have a minimum APR of 9.50%; (G) each Receivable will have an original term of no more than 72 months and no more than 75.00% of the aggregate Principal Balance of such Receivables will have an original term in excess of sixty (60) months; (H) no more than 8.50% of the aggregate Principal Balance of such Receivables will have been originated in California; (I) no more than 8.75% of the aggregate Principal Balance of such Receivables will have been originated in Texas; (J) no more than 7.75% of the aggregate Principal Balance of such Receivables will have been originated in Ohio; (K) not less than 67.00% of the aggregate Principal Balance of such Receivables will have been purchased under the Seller’s “Alpha,” “Super Alpha,” “Alpha Plus” or “Preferred” programs; (L) no more than 4.25% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s First Time Buyer program; (M) no more than 12.50% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Delta program; (N) no less than 12.75% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Alpha Plus program; (O) no less than 10.00% of the aggregate Principal Balance of such Receivables on an aggregate basis will be originated under the Seller’s Preferred and Super Alpha programs; (P) no more than 10.00% of the aggregate Principal Balance of such Receivables will constitute Post-Petition Receivables; (Q) none of such Receivables will have an LTV in excess of 145.00%; (R) the weighted average LTV of such Receivables will be less than or equal to 115.00%; (S) no more than 0.05% of Receivables will have an LTV in excess of 141.00%; and (U) the Grantor Trust, the Issuer, the Indenture Trustee, the Grantor Trust Trustee, and the Owner Trustee and the Grantor Trust Delaware Trustee shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (A) through (S) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the related Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement and further transferred by the Trust to the Grantor Trust pursuant to the Grantor Trust Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected security interest of (a) the Issuer in the Owner Trust Estate, (B) the Grantor Trust in the Grantor Trust Estate and (iii) the Indenture Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and each Placement Agent an Opinion of Counsel with respect to the characterization of the transfer of such Subsequent Receivables as a “true sale”, which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Rating Agencies and each Placement Agent on the Closing Date, and (B) to the Indenture Trustee and each Placement Agent the Opinion of Counsel required by Section 13.2(i)(i), which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Indenture Trustee and each Placement Agent on the Closing Date; (xiii) each of the Seller and the Issuer shall have received verbal verification from the Rating Agencies that the addition of all such Subsequent Receivables will not result in a qualification, modification or withdrawal of the then current rating of each Class of Notes; (xiv) the Servicer shall instruct the Indenture Trustee to transfer the Subsequent Spread Account Deposit to the Series 2016-B Spread Account with respect to the related Subsequent Receivables transferred on such Subsequent Transfer Date; and (xv) the Seller shall have delivered to the Indenture Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein): (i) all right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in Schedule A to the related Schedule of Subsequent CPS Receivables Transfer Agreement and, with respect to Subsequent Receivables that are Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller or CPS on or before the related Subsequent Cutoff Date) and, with respect to Subsequent Receivables that are Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables on or after the related Subsequent Cutoff Date; (ii) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; ; (iii) all right, title and interest of the Seller in and to 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 Subsequent CPS Receivables or the Obligors thereunder; Obligors; (iv) all right, title and interest of the Seller in and to the Subsequent Purchase Agreements, including a direct right to cause CPS to purchase Subsequent Receivables from the Trust under certain circumstances; (v) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (vvi) the Receivable File related to each Subsequent CPS Receivable; and ; (vivii) the proceeds of any and all of the foregoing foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the "Owner Trustee, the Note Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transferred Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2 of this Agreement, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables then owned by the Trust shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on (a) the weighted average APR of such Receivables will not be less than 1% below the weighted average APR of the Initial Receivables on the Cutoff Date, (b) the weighted average remaining term of such Receivables will be within a range of 55 to 60 months, (c) not more than 95% of the aggregate principal balance of such Receivables will represent financing of used Financed Vehicles and (d) no fewer than 45% of the Subsequent Receivables will be originated under the CPS Property" alpha program, (e) not more than 13% of the Subsequent Receivables will be originated under the CPS delta program, (f) not more than 13.5% of the Subsequent Receivables will be originated under the CPS first time buyer program and together (g) no fewer than 20% and no more than 40% of the Subsequent Receivables will be originated under the CPS standard program, and the Trust, the Trustee, the Owner Trustee and the Note Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (a) through (g) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first priority perfected security interest of the Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Securityholders or the Note Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Securityholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Note Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Note Insurer on the Closing Date and (B) to the Trustee the Opinion of Counsel required by Section 13.2(i)(1); (xiii) each Rating Agency shall have confirmed that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Note Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Note Insurer shall have been reimbursed for any fees and expenses incurred by the Note Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Note Insurer and the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.9(a) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreementset forth herein), all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in the related on Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Transfer Agreement; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health or disability insurance policies or certificates relating to covering the related Financed Vehicles securing or Obligors and any proceeds from the liquidation of such Subsequent CPS Receivables or the Obligors thereunder; Receivables; (iv) refunds for any proceeds from any Subsequent 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 costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Receivables, refunds of unearned premiums with respect to credit life related Dealer Agreement or Auto Loan Purchase and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Sale Agreement; (v) all rights under any Service Contracts on the Receivable File related to each Subsequent CPS Receivable; and Financed Vehicles: (vi) the related Receivables Files; (vii) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller's rights under each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; and (viii) the proceeds of any and all of the foregoing foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the "Owner Trustee, the Insurer and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transferred CPS Property" Transfer Date and together shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables transferred to the Trust pursuant hereto shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates) as such information is provided to the Trust Collateral Agent by the Servicer: (i) the weighted average APR of the Receivables transferred to the Trust shall not be less than 18%, unless, with the prior consent of the Rating Agencies and the Insurer, the Seller increases the Spread Account Initial Deposit with respect to such Subsequent Receivables by the amount required by the Insurer; (ii) the weighted average remaining term of the Receivables transferred to the Trust shall not be greater than 72 months; (iii) not more than 35% of the Aggregate Principal Balance shall have Obligors whose mailing addresses are in Texas and California; (iv) not more than 40% (calculated by Aggregate Principal Balance) of the Receivables shall have an original term to maturity of 72 months; and (v) the weighted average AmeriCredit proprietary credit score of all 72-month loans is greater than or equal to 230. (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trust Collateral Agent in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(1); (xiii) Standard & Poor's shall have confirmed in writing to the Trust Collateral Agent that the rating on the Notes shall not be withdrawn or reduced as a result of the transfer of such Subsequent Receivables to the Trust; (xiv) the Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved the transfer of such Subsequent Receivables to the Trust and the Insurer shall have been reimbursed for any fees and expenses incurred by the Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit to the Trust Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Insurer and the Trust Collateral Agent an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner specified in Section 4.7.

Conveyance of Subsequent Receivables. For value received, in accordance with the CPS Samco Purchase Agreement, the Seller does hereby sell, assign, transfer and otherwise convey unto the Purchaser, without recourse (but without limitation of its obligations under the CPS Samco Purchase Agreement), all right, title and interest of the Seller in and to: (i) the Subsequent CPS Samco Receivables listed in the related Schedule of Subsequent CPS Samco Receivables and, with respect to Subsequent CPS Receivables which are Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Subsequent CPS Receivables which are Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Samco Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Samco Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) 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 Subsequent CPS Samco Receivables or the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS Samco 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 securing the Subsequent CPS Samco Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; (v) the Receivable File related to each Subsequent CPS Samco Receivable; and (vi) the proceeds of any and all of the foregoing (collectively, the "Subsequent Transferred CPS Samco Property" and together with any Subsequent Transferred Samco CPS Property, the "Subsequent Transferred Property").

Conveyance of Subsequent Receivables. For value received, in accordance with In consideration of the CPS Purchase AgreementIssuer's delivery to or upon the order of the Seller of $27,084,812, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, without recourse (but without limitation of its obligations under except as expressly provided in the CPS Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: : (ia) all right, title and interest of the Seller in and to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables A to this Transfer No. 1 and, with respect to Subsequent Receivables which are Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller or CPS on or before the related Subsequent Cutoff Date) and, with respect to Subsequent Receivables which are Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables on or after the Subsequent Cutoff Date; (iib) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; ; (iiic) all right, title and interest of the Seller in and to 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 or the Obligors; (d) all right, title and interest of the Seller in and to the Subsequent Purchase Agreements, including a direct right to cause CPS to purchase Receivables or from the Obligors thereunder; Trust under certain circumstances; (ive) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (vf) the Receivable File related to each Subsequent CPS Receivable; and ; (vig) the proceeds of any and all of the foregoing (collectivelyforegoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Subsequent Receivables and Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to the Subsequent 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 "Subsequent Transferred CPS Property" transfer and together with any Subsequent Transferred Samco Propertyassignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the "Subsequent Transferred Property")property referred to in this Section 3 for the benefit of the Securityholders and the Note Insurer.

Conveyance of Subsequent Receivables. For value received, in accordance with In consideration of the CPS Purchase AgreementIssuer's delivery to or upon the order of the Seller of $____________, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, without recourse (but without limitation of its obligations under except as expressly provided in the CPS Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: : (i) all right, title and interest of the Seller in and to the Subsequent CPS Receivables listed in Schedule A to the related Schedule of Subsequent CPS Receivables Transfer Agreement and, with respect to Subsequent Receivables that are Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller or CPS on or before the related Subsequent Cutoff Date) and, with respect to Subsequent Receivables that are Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables on or after the Subsequent Cutoff Date; (ii) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; ; (iii) all right, title and interest of the Seller in and to 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 Subsequent CPS Receivables or the Obligors thereunder; Obligors; (iv) all right, title and interest of the Seller in and to the Subsequent Purchase Agreements, including a direct right to cause CPS to purchase Receivables from the Trust under certain circumstances; (v) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (vvi) the Receivable File related to each Subsequent CPS Receivable; (vii) all amounts and property from time to time held in or credited to the Collection Account, the Lockbox Account or the Certificate Account; and and (viviii) the proceeds of any and all of the foregoing (collectively, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property")foregoing.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein) all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder (other than the Additional Servicing Compensation) after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of MichiganNon-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles; Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all proceeds from recourse against Dealers with respect to the related Subsequent Receivables; (v) all of the Seller's rights, title and interest in its rights and benefits, but none of its obligations or burdens, under the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Issuer under certain circumstances and to indemnify the Issuer pursuant to the Subsequent Receivables Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the under a Subsequent CPS Receivables Receivable or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (vvii) the Receivable File related to each Subsequent Receivable; (viii) 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; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secured a Subsequent Receivable that has been acquired by or on behalf of CPS or the Seller pursuant to a liquidation of such Receivable; and ; (vix) the proceeds of any and all of the foregoing; and (xi) 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyOwner Trustee, the "Note Insurer and the Rating Agencies with an Addition Notice not later than five Business Days prior to such Subsequent Transferred Property").Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2 of this Agreement, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables then owned by the Trust shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates): (A) the weighted average APR of such Receivables will be greater than or equal to 18.35%, (B) the weighted average remaining term of such Receivables will be within a range of 21 to 72 months, (C) not more than 85.50% of the aggregate Principal Balance of such Receivables will represent financing of used Financed Vehicles, (D) not more than 1.00% of the aggregate Principal Balance of such Receivables will have an APR in excess of 24.00% and not more than 16.75% of the aggregate Principal Balance of such Receivables will have an APR of less than 16.00%, (E) none of such Receivables will have an APR in excess of 27.00%, (F) each Receivable will have a minimum APR of 9.00%; (G) each Receivable will have an original term of no more than 72 months and no more than 55.75% of the aggregate Principal Balance of such Receivables will have an original term in excess of sixty (60) months; (H) no more than 13.25% of the aggregate Principal Balance of the Receivables will be originated in Texas; (I) not less than 73.75% of the aggregate Principal Balance of the Receivables will have been purchased under the

Conveyance of Subsequent Receivables. For value received(a) [Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.11(b) to be delivered to the Seller, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the Seller’s obligations under set forth herein), and the CPS Purchase Agreement)Issuer hereby purchases, all right, title and interest of the Seller in and to: to the following property, whether now owned or existing or hereinafter acquired: (i) the Subsequent CPS Receivables listed in on Schedule A to the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, Transfer Agreement and all monies due or to become due moneys received thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; ; (iii) any proceeds and the right to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, credit life and credit accident and health disability insurance policies covering the related Financed Vehicles or certificates Obligors and any proceeds from the liquidation of such Subsequent Receivables; (iv) any proceeds received from a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the related Subsequent Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the related Subsequent Purchase Agreements, on or after the related Subsequent Cutoff Date; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the Financed Vehicles securing property described in (i) through (vii) above; and (ix) all proceeds and investments with respect to items (i) through (viii) above. (b) The Seller shall transfer to the Issuer the Subsequent CPS Receivables and the Subsequent Other Conveyed Property only upon the satisfaction of each of the following conditions on or prior to the Obligors thereunder; related Subsequent Transfer Date: (i) the Seller shall have provided the Trust Collateral Agent, the Owner Trustee and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; (ii) the Seller shall have delivered to the Trust Collateral Agent and the Owner Trustee a duly executed Subsequent Transfer Agreement and Subsequent Purchase Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections in respect of the related Subsequent Receivables; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any as of the foregoing; related Subsequent Transfer Date, (A) neither AmeriCredit nor the Seller shall be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) neither AmeriCredit nor the Seller shall intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of AmeriCredit or the Seller, as the case may be, shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Receivable File related to each Subsequent CPS Receivable; and Funding Period shall not have terminated; (vi) the proceeds Subsequent Receivables transferred to the Issuer on such Subsequent Transfer Date shall meet the eligibility criteria set forth in clauses [(A) through (M) of paragraph number 20] of Schedule B-1 to the Purchase Agreement; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date and each of the conditions under the Subsequent Purchase Agreement shall have been satisfied or waived as provided therein; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Issuer pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Owner Trust Estate and the first priority perfected security interest of the Trust Collateral Agent in the Sale and Servicing Agreement Collateral; (x) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables; (xi) for federal income tax purposes, the addition of any such Subsequent Receivables shall not cause the Notes to fail to qualify as indebtedness or cause the Issuer to be characterized as an association (or publicly traded partnership) taxable as a corporation; (xii) AmeriCredit and the Seller shall have delivered to the Trust Collateral Agent the Opinion of Counsel required by Section 12.2(h)(i) as well as bring-down letters relating to the following opinions delivered at the Closing Date: (A) corporate and security interest opinion of _____________, (B) true sale and non-consolidation opinion of ______________, (C) in-house opinion of AmeriCredit and (D) UCC and security interest opinion relating to the Indenture of ____________; [and] (xiii) [on the Distribution Date during the Revolving Period and, if later, on the final Distribution Date during the Revolving Period, the Seller shall have delivered to the Rating Agencies and the Opinions of Counsel with respect to the transfer of all Subsequent Receivables that have been transferred to the Trust (A) since the Closing Date (with respect to the Opinions of Counsel delivered on such sixth Distribution Date or on the final Distribution Date of the Revolving Period if such Distribution Date precedes the sixth Distribution Date) or (B) since such sixth Distribution Date (with respect to the Opinions of Counsel delivered on the final Distribution Date if such Distribution Date occurs after the sixth Distribution Date), in each case substantially in the form of the Opinions of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date with respect to certain true sale, non-consolidation and bankruptcy matters, certain security interest and UCC matters under Delaware law, certain security interest and UCC matters under Nevada law and certain security interest and UCC matters under New York law;] (xiv) [on each Subsequent Transfer Date during the Revolving Period on which Opinions of Counsel are not being provided as specified in clause [(xiii)] above, AmeriCredit and the Seller will provide to the addressees of the security interest and true sale opinions of ____________ dated as of the Closing Date the Officer’s Certificates defined in each opinion as such Officer’s Certificate relates to the Subsequent Receivables being transferred on such Subsequent Transfer Date; and] (xv) the Seller shall have delivered to the Trust Collateral Agent an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing (collectivelyconditions precedent are not satisfied with respect to any Subsequent Receivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyReceivable from the Issuer, at a price equal to the "Subsequent Transferred Property")Purchase Amount thereof, in the manner specified in [Section 4.7.]]

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein) all right, title and interest of the Seller in and to: : (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder (other than the Additional Servicing Compensation) after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of MichiganNon-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles; Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all proceeds from recourse against Dealers with respect to the related Subsequent Receivables; (v) all of the Seller's rights, title and interest in its rights and benefits, but none of its obligations or burdens, under the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Issuer under certain circumstances and to indemnify the Issuer pursuant to the Subsequent Receivables Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the under a Subsequent CPS Receivables Receivable or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (vvii) the Receivable File related to each Subsequent Receivable; (viii) 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; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secured a Subsequent Receivable that has been acquired by or on behalf of CPS or the Seller pursuant to a liquidation of such Receivable; and ; (vix) the proceeds of any and all of the foregoing; and (xi) 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Owner Trustee, the Note Insurer and the Rating Agencies with an Addition Notice not later than five Business Days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2 of this Agreement, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables then owned by the Trust shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates): (A) the weighted average APR of such Receivables will be greater than or equal to 17.40%, (B) the weighted average remaining term of such Receivables will be within a range of one to 72 months, (C) not more than 91.00% of the aggregate Principal Balance of such Receivables will represent financing of used Financed Vehicles, (D) each Receivable will have a minimum APR of 8.00%; (E) each Receivable will have an original term of no more than 72 months and no more than 31.50% of the aggregate Principal Balance of such Receivables will have an original term in excess of sixty (60) months; (F) no more than 15.00% of the aggregate Principal Balance of such Receivables will have been originated in Texas; (G) not less than 42.00% of the aggregate Principal Balance of such Receivables will have been purchased under the Seller's "Alpha," "Super Alpha," "Alpha Plus" or "Preferred" programs; (H) no more than 5.00% of the aggregate Principal Balance of such Receivables will be originated under the Seller's First Time Buyer program; (I) none of such Receivables will have been originated by MFN or its subsidiaries; (J) no more than 2.00% of the aggregate Principal Balance of such Receivables will constitute Section 341 Receivables; (K) no more than 2.75% of the aggregate Principal Balance of such Receivables will constitute SeaWest Receivables; and (L) the Trust, the Trustee, the Owner Trustee and the Note Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (A) through (K) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the related Subsequent Transferred CPS PropertyReceivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Owner Trust Estate and the first priority perfected security interest of the Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders or the Note Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies, the Note Insurer and each Placement Agent an Opinion of Counsel with respect to the characterization of the transfer of such Subsequent Receivables as a "true sale", which Opinion of Counsel may be in the form of a "bring down" letter to the Opinion of Counsel delivered to the Rating Agencies, the Note Insurer and together each Placement Agent on the Closing Date, and (B) to the Trustee and each Placement Agent the Opinion of Counsel required by Section 13.2(i)(i), which Opinion of Counsel may be in the form of a "bring down" letter to the Opinion of Counsel delivered to the Trustee and each Placement Agent on the Closing Date; (xiii) each of the Seller, the Issuer and the Note Insurer shall have received verbal verification from the Rating Agencies that the addition of all such Subsequent Receivables will not result in a qualification, modification or withdrawal of the then current rating of each Class of Notes without regard to the Policy; (xiv) the Note Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved in writing the transfer of such Subsequent Receivables to the Issuer and the Note Insurer shall have been reimbursed for any fees and expenses incurred by the Note Insurer in connection with the granting of such approval; (xv) the Servicer shall instruct the Trustee to transfer the Subsequent Spread Account Deposit to the Collateral Agent with respect to the related Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Note Insurer and the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Issuer, at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein) all right, title and interest of the Seller in in, to and to: under: (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, Lien Certificates with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to such Financed Vehicles; ; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all proceeds from recourse against Dealers or Consumer Lenders with respect to the related Subsequent Receivables; (v) all of the Seller’s rights and benefits, but none of its obligations or burdens, under the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Issuer under certain circumstances and to indemnify the Issuer pursuant to the Subsequent Receivables Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her an Obligor’s obligations with respect to such a Subsequent Receivable or Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; ; (vvii) the Receivable File related to each Subsequent Receivable; (viii) all amounts and property from time to time held in or credited to the Collection Account, the Pre-Funding Account, the Series 2015-B Spread Account and the Principal Distribution Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secured a Subsequent Receivable that has been acquired by or on behalf of CPS or the Seller pursuant to a liquidation of such Receivable; and (x) all present and (vi) 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Subsequent Receivables and all the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and each Rating Agency with an Addition Notice not later than five Business Days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (collectivelyii) the Seller shall have delivered to the Owner Trustee, the "Grantor Trust Trustee and the Indenture Trustee a duly executed Subsequent Transferred CPS Property" Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be rendered insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and together (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates): (A) the weighted average APR of such Receivables will be greater than or equal to 19.30%; (B) the remaining term of such Receivables will be within a range of 17 to 72 months; (C) not more than 84.00% of the aggregate Principal Balance of such Receivables will represent financing of used Financed Vehicles; (D) not more than 0.25% of the aggregate Principal Balance of such Receivables will have an APR in excess of 26.00% and not more than 19.70% of the aggregate Principal Balance of such Receivables will have an APR of less than 17.00%; (E) none of such Receivables will have an APR in excess of 35.00%; (F) each Receivable will have a minimum APR of 8.50%; (G) each Receivable will have an original term of no more than seventy-two (72) months and no more than 68.75% of the aggregate Principal Balance of such Receivables will have an original term in excess of sixty (60) months; (H) no more than 10.00% of the aggregate Principal Balance of such Receivables will have been originated in California; (I) no more than 10.00% of the aggregate Principal Balance of such Receivables will have been originated in Texas; (J) no more than 6.50% of the aggregate Principal Balance of such Receivables will have been originated in Ohio; (K) not less than 75.00% of the aggregate Principal Balance of such Receivables will have been purchased under the Seller’s “Alpha,” “Super Alpha,” “Alpha Plus” or “Preferred” programs; (L) no more than 5.00% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s First Time Buyer program; (M) no more than 10.00% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Delta program; (N) no less than 15.00% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Alpha Plus program; (O) no less than 15.75% of the aggregate Principal Balance of such Receivables on an aggregate basis will be originated under the Seller’s Preferred and Super Alpha programs; (P) no more than 14.00% of the aggregate Principal Balance of such Receivables will constitute Post-Petition Receivables; (Q) none of such Receivables will have been originated by Fireside, MFN, SeaWest or their respective subsidiaries; (R) none of such Receivables will have an LTV in excess of 145.00%; (S) the weighted average LTV of such Receivables will be less than or equal to 115.75%; (T) no more than 0.05% of Receivables will have an LTV in excess of 141.00%; and (U) the Grantor Trust, the Trust, the Indenture Trustee, the Grantor Trust Trustee, the Delaware Trustee and the Owner Trustee shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (A) through (T) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the related Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement and further transferred by the Trust to the Grantor Trust pursuant to the Grantor Trust Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected security interest of (a) the Issuer in the Owner Trust Estate, (B) the Grantor Trust in the Grantor Trust Estate and (iii) the Indenture Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and each Placement Agent an Opinion of Counsel with respect to the characterization of the transfer of such Subsequent Receivables as a “true sale”, which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Rating Agencies and each Placement Agent on the Closing Date, and (B) to the Indenture Trustee and each Placement Agent the Opinion of Counsel required by Section 13.2(i)(i), which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Indenture Trustee and each Placement Agent on the Closing Date; (xiii) each of the Seller and the Issuer shall have received verbal verification from the Rating Agencies that the addition of all such Subsequent Receivables will not result in a qualification, modification or withdrawal of the then current rating of each Class of Notes; (xiv) the Servicer shall instruct the Indenture Trustee to transfer the Subsequent Spread Account Deposit to the Series 2015-B Spread Account with respect to the related Subsequent Receivables transferred on such Subsequent Transfer Date; and (xv) the Seller shall have delivered to the Indenture Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein) all right, title and interest of the Seller in in, to and to: under: (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of MichiganNon-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles; Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all proceeds from recourse against Dealers or Consumer Lenders with respect to the related Subsequent Receivables; (v) all of the Seller’s rights and benefits, but none of its obligations or burdens, under the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Issuer under certain circumstances and to indemnify the Issuer pursuant to the Subsequent Receivables Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her an Obligor’s obligations with respect to such a Subsequent Receivable or Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; ; (vvii) the Receivable File related to each Subsequent Receivable; (viii) all amounts and property from time to time held in or credited to the Collection Account, the Pre-Funding Account, the Series 2012-C Spread Account and the Principal Distribution Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secured a Subsequent Receivable that has been acquired by or on behalf of CPS or the Seller pursuant to a liquidation of such Receivable; and (x) all present and (vi) 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Subsequent Receivables and all the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Owner Trustee and each Rating Agency with an Addition Notice not later than five Business Days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (collectivelyii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be rendered insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the "Receivables shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Transferred CPS Property" Receivables on the related Subsequent Cutoff Dates): (A) the weighted average APR of such Receivables will be greater than or equal to 20.05%; (B) the weighted average remaining term of such Receivables will be within a range of 12 to 72 months; (C) not more than 90.75% of the aggregate Principal Balance of such Receivables will represent financing of used Financed Vehicles; (D) not more than 1.00% of the aggregate Principal Balance of such Receivables will have an APR in excess of 26.00% and together not more than 9.50% of the aggregate Principal Balance of such Receivables will have an APR of less than 17.00%; (E) each Receivable will have an APR between 6.00% and 33.00%; (F) each Receivable will have an original term of no more than seventy-two (72) months and no more than 47.50% of the aggregate Principal Balance of such Receivables will have an original term in excess of sixty (60) months; (G) no more than 11.00% of the aggregate Principal Balance of such Receivables will have been originated in Texas; (H) no more than 15.00% of the aggregate Principal Balance of such Receivables will have been originated in California; (I) no more than 9.60% of the aggregate Principal Balance of such Receivables will have been originated in Pennsylvania; (J) not less than 73.50% of the aggregate Principal Balance of such Receivables will have been purchased under the Seller’s “Alpha,” “Super Alpha,” “Alpha Plus” or “Preferred” programs; (K) no more than 6.75% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s First Time Buyer program; (L) no more than 9.75% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Delta program; (M) no less than 12.10% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Alpha Plus program; (N) no less than 18.25% of the aggregate Principal Balance of such Receivables on an aggregate basis will be originated under the Seller’s Preferred and Super Alpha programs; (O) none of such Receivables will have been originated by Fireside, MFN, TFC, SeaWest, or their respective subsidiaries; (P) no more than 4.50% of the aggregate Principal Balance of such Receivables will constitute Section 341 Receivables; (Q) none of such Receivables will have an LTV in excess of 158.75%; (R) the weighted average LTV of such Receivables will be less than or equal to 114.85%; (S) no more than 0.10% of Receivables will have an LTV in excess of 141.00%, and (T) the Trust, the Trustee and the Owner Trustee shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (A) through (S) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the related Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Owner Trust Estate and the first priority perfected security interest of the Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and each Placement Agent an Opinion of Counsel with respect to the characterization of the transfer of such Subsequent Receivables as a “true sale”, which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Rating Agencies and each Placement Agent on the Closing Date, and (B) to the Trustee and each Placement Agent the Opinion of Counsel required by Section 13.2(i)(i), which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Trustee and each Placement Agent on the Closing Date; (xiii) each of the Seller and the Issuer shall have received verbal verification from the Rating Agencies that the addition of all such Subsequent Receivables will not result in a qualification, modification or withdrawal of the then current rating of each Class of Notes; (xiv) the Servicer shall instruct the Trustee to transfer the Subsequent Spread Account Deposit to the Series 2012-C Spread Account with respect to the related Subsequent Receivables transferred on such Subsequent Transfer Date; and (xv) the Seller shall have delivered to the Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Issuer, at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2.

Conveyance of Subsequent Receivables. For value received, in accordance with In consideration of the CPS Purchase AgreementIssuer's delivery to or upon the order of the Seller of $____________, the Seller does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, without recourse (but without limitation except as expressly provided in the Sale and Servicing Agreement) and does hereby grant to the Trustee, in trust for exclusive use and benefit of its obligations under all present and future Noteholders and the CPS Purchase Agreement)Insurer, all right, title and interest of the Seller in and to: to the following, whether now owned or hereafter acquired: (ia) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables andand all moneys received thereon, with respect to Rule of 78's Receivables, all monies due or to become due thereon on and after the related Subsequent Cutoff Cut-off Date (including Scheduled Payments amounts due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Cut-off Date but received by NAFI, the Seller or the Issuer on or after the Subsequent Cut-off Date); (b) and, any proceeds and the right to receive proceeds with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables from claim and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect right to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) any receive proceeds from claims on any physical damage, credit life and credit accident and health or disability insurance policies or certificates other policies covering Financed Vehicles or Obligors, including rebating of insurance premiums relating to the Financed Vehicles securing Receivables, and any proceeds from the liquidation of the Subsequent CPS Receivables; (c) all rights of the Seller against the Dealers pursuant to Dealer Agreements or against Originators pursuant to Originator Agreements; (d) the related Receivables Files; and any and all other documents that NAFI keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Obligors thereunder; Financed Vehicles; (ive) refunds for the costs its rights and benefits, but none of extended service contracts with respect to Financed Vehicles securing its obligations or burdens, under the Subsequent CPS ReceivablesTransfer Agreement, refunds including the delivery requirements, representations and warranties and the cure and repurchase obligations of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing NAFI under the Subsequent CPS Receivables Purchase Agreement, on or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of after the foregoingSubsequent Cut-off Date; and (v) the Receivable File related to each Subsequent CPS Receivable; and (vif) the proceeds of any and all of the foregoing (collectively, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property")foregoing.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer's delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein): (i) all right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of MichiganNon-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles; Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) all right, title and interest of the Seller in and to 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all right, title and interest of the Seller in and to the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Trust under certain circumstances and to indemnify the Trust pursuant to the Subsequent Receivables Purchase Agreement; (v) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the under a Subsequent CPS Receivables Receivable or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (vvi) the Receivable File related to each Subsequent CPS Receivable; ; (vii) all amounts and property from time to time held in or credited to the Collection Account, the Pre-Funding Account, the Interest Reserve Account or the Lockbox Account; (viviii) the proceeds of any and all of the foregoing; and (ix) 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (collectivelyb) The Seller shall transfer to the Issuer the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Owner Trustee, the Note Insurer and the Rating Agencies with an Addition Notice not later than five Business Days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2 of this Agreement, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables then owned by the Trust shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates): (A) the weighted average APR of such Receivables will be greater than or equal to 19.50%, (B) the weighted average remaining term of such Receivables will be within a range of 58 to 72 months, (C) not more than 90% of the aggregate principal balance of such Receivables will represent financing of used Financed Vehicles, (D) not more than 1.00% of the principal balances of such Receivables will have an APR in excess of 24.00%, (E) each Receivable will have a minimum APR of 14.00%; (F) each Receivable will have an original term of no more than 72 months and no more than 25.00% of the receivables will have an original term in excess of sixty (60) months; (G) no more than 20.00% of the Receivables will be originated in Texas; (H) not less than 75.00% of the aggregate Principal Balance of the Receivables will have been purchased under the Seller's "Alpha", "SUAL", or "Alpha Plus" programs; (I) none of the Receivables will have been purchased under the Seller's "First-Time Buyer" program; (J) none of the Receivables will have been originated by MFN; and (K) the Trust, the Trustee, the Owner Trustee and the Note Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (A) through (J) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Subsequent Transferred CPS PropertyReceivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Owner Trust Estate and the first priority perfected security interest of the Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Securityholders or the Note Insurer shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and the Note Insurer an Opinion of Counsel with respect to the transfer of such Subsequent Receivables, which Opinion of Counsel may be in the form of a "bring down" letter to the Opinion of Counsel delivered to the Rating Agencies and together the Note Insurer on the Closing Date, and (B) to the Trustee the Opinion of Counsel required by Section 13.2(i)(i), which Opinion of Counsel may be in the form of a "bring down" letter to the Opinion of Counsel delivered to the Trustee on the Closing Date; (xiii) each of the Seller, the Owner Trustee, the Trustee and the Insurer shall have received verbal verification from the Rating Agencies that the addition of all such Subsequent Receivables will not result in a qualification, modification or withdrawal of the then current rating of each class of Notes without regard to the Policy; (xiv) the Note Insurer (so long as no Insurer Default shall have occurred and be continuing), in its absolute and sole discretion, shall have approved in writing the transfer of such Subsequent Receivables to the Issuer and the Note Insurer shall have been reimbursed for any fees and expenses incurred by the Note Insurer in connection with the granting of such approval; (xv) the Seller shall simultaneously transfer the Subsequent Spread Account Deposit and the Subsequent Stanwich Deposit to the Collateral Agent with respect to the Subsequent Receivables transferred on such Subsequent Transfer Date; and (xvi) the Seller shall have delivered to the Note Insurer and the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Issuer, at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein) all right, title and interest of the Seller in in, to and to: under: (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, Lien Certificates with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to such Financed Vehicles; ; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all proceeds from recourse against Dealers or CPS with respect to the related Subsequent Receivables; (v) all of the Seller’s rights and benefits, but none of its obligations or burdens, under the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Issuer under certain circumstances and to indemnify the Issuer pursuant to the Subsequent Receivables Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her an Obligor’s obligations with respect to such a Subsequent Receivable or Financed Vehicle and any recourse to Dealers or CPS for any of the foregoing; ; (vvii) the Receivable File related to each Subsequent Receivable; (viii) all amounts and property from time to time held in or credited to the Collection Account, the Pre-Funding Account, the Series 2016-A Spread Account and the Principal Distribution Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secured a Subsequent Receivable that has been acquired by or on behalf of CPS or the Seller pursuant to a liquidation of such Receivable; and (x) all present and (vi) 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Subsequent Receivables and all the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and each Rating Agency with an Addition Notice not later than five Business Days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (collectivelyii) the Seller shall have delivered to the Owner Trustee, the "Grantor Trust Trustee and the Indenture Trustee a duly executed Subsequent Transferred CPS Property" Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be rendered insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and together (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the Receivables shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related Subsequent Cutoff Dates): (A) the weighted average APR of such Receivables will be greater than or equal to 19.17%; (B) the remaining term of such Receivables will be within a range of 12 to 75 months; (C) not more than 77.00% of the aggregate Principal Balance of such Receivables will represent financing of used Financed Vehicles; (D) not more than 0.25% of the aggregate Principal Balance of such Receivables will have an APR in excess of 26.00% and not more than 21.00% of the aggregate Principal Balance of such Receivables will have an APR of less than 17.00%; (E) none of such Receivables will have an APR in excess of 35.00%; (F) each Receivable will have a minimum APR of 8.00%; (G) each Receivable will have an original term of no more than seventy-five (75) months, no more than 77.00% of the aggregate Principal Balance of such Receivables will have an original term in excess of sixty (60) months, and no more than 0.50% of the aggregate Principal Balance of such Receivables will have an original term in excess of seventy two (72) months; (H) no more than 8.50% of the aggregate Principal Balance of such Receivables will have been originated in Texas; (I) no more than 8.50% of the aggregate Principal Balance of such Receivables will have been originated in California; (J) no more than 7.00% of the aggregate Principal Balance of such Receivables will have been originated in Georgia; (K) not less than 77.00% of the aggregate Principal Balance of such Receivables will have been purchased under the Seller’s “Alpha,” “Super Alpha,” “Alpha Plus” or “Preferred” programs; (L) no more than 3.00% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s First Time Buyer program; (M) no more than 9.50% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Delta program; (N) no less than 15.50% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Alpha Plus program; (O) no less than 13.75% of the aggregate Principal Balance of such Receivables on an aggregate basis will be originated under the Seller’s Preferred and Super Alpha programs; (P) no more than 13.00% of the aggregate Principal Balance of such Receivables will constitute Post-Petition Receivables; (Q) none of such Receivables will have an LTV in excess of 145.00%; (R) the weighted average LTV of such Receivables will be less than or equal to 116.00%; (S) no more than 0.05% of Receivables will have an LTV in excess of 141.00%; and (T) the Grantor Trust, the Trust, the Indenture Trustee, the Grantor Trust Trustee, the Delaware Trustee and the Owner Trustee shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (A) through (S) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the related Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement and further transferred by the Trust to the Grantor Trust pursuant to the Grantor Trust Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected security interest of (a) the Issuer in the Owner Trust Estate, (B) the Grantor Trust in the Grantor Trust Estate and (iii) the Indenture Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and each Placement Agent an Opinion of Counsel with respect to the characterization of the transfer of such Subsequent Receivables as a “true sale”, which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Rating Agencies and each Placement Agent on the Closing Date, and (B) to the Indenture Trustee and each Placement Agent the Opinion of Counsel required by Section 13.2(i)(i), which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Indenture Trustee and each Placement Agent on the Closing Date; (xiii) each of the Seller and the Issuer shall have received verbal verification from the Rating Agencies that the addition of all such Subsequent Receivables will not result in a qualification, modification or withdrawal of the then current rating of each Class of Notes; (xiv) the Servicer shall instruct the Indenture Trustee to transfer the Subsequent Spread Account Deposit to the Series 2016-A Spread Account with respect to the related Subsequent Receivables transferred on such Subsequent Transfer Date; and (xv) the Seller shall have delivered to the Indenture Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2.

Conveyance of Subsequent Receivables. For value received, (a) Subject to the conditions set forth in accordance with the CPS Purchase Agreementparagraph (b) below, the Seller does hereby Seller, pursuant to the mutually agreed upon terms contained herein and pursuant to one or more Subsequent Transfer Agreements, shall sell, transfer, assign, transfer and otherwise convey unto to the PurchaserTrust, without recourse (but without limitation of its obligations under the CPS Purchase in this Agreement), all of the right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due at any time paid or to become due payable thereon or in respect thereof after the related Subsequent Cutoff Date (including Scheduled Payments amounts due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies Date but received thereunder by AFL or the Seller after the related Subsequent Cutoff Date Date), an assignment of security interests of AFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Liquidation Proceeds Collateral Insurance and Recoveries received any Force-Placed Insurance relating to the Subsequent Receivables, rights of AFL or the Seller against Dealers with respect to the Subsequent Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the Receivable Files relating to the Subsequent Receivables, any and all other documents that AFL keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, the rights of the Seller under the related Subsequent Purchase Agreement, property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Subsequent CPS Receivable, and all proceeds of the foregoing. (b) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) The Seller shall have provided the Owner Trustee, the Indenture Trustee, the Security Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; Funding Period shall not have terminated; (iii) any proceeds from claims on any physical damage, credit life the Security Insurer (so long as an Insurer Default shall not have occurred and credit accident be continuing) shall in its sole and health insurance policies or certificates relating absolute discretion have given its prior written approval of the transfer of such Subsequent Receivables to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; Trust; (iv) refunds for the costs Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee and the Owner Trustee) in substantially the form of extended service contracts with respect to Financed Vehicles securing Exhibit G (the "Subsequent Transfer Agreement"), which shall include a Schedule of Subsequent Receivables listing the Subsequent CPS ReceivablesReceivables and shall specify the Spread Account Additional Deposit, refunds if any, the Requisite Reserve Amount, and the Class A-1 Holdback Amount, if any, as of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the for such Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Transfer Date; (v) the Seller shall have delivered to the Custodian the Receivable File related Files relating to each the Subsequent CPS Receivable; Receivables, and the Custodian shall have delivered to the Seller, the Owner Trustee, the Security Insurer and the Indenture Collateral Agent an acknowledgment of receipt of such Receivable Files; (vi) the proceeds Seller shall, to the extent required by Section 4.1, have deposited in the Collection Account collections in respect of the Subsequent Receivables; (vii) as of each Subsequent Transfer Date, neither AFL nor the Seller shall be insolvent nor shall either of them have been made insolvent by such transfer nor shall either of them be aware of any and all pending insolvency; (viii) the applicable Spread Account Additional Deposit for such Subsequent Transfer Date shall have been made pursuant to the Spread Account Agreement. (ix) the Reserve Amount on such Subsequent Transfer Date, after taking into account any transfers of funds from the Reserve Account to the Depositor in respect of the foregoing sale of the Subsequent Receivables to the Trust, shall be no less than the Requisite Reserve Amount for such Subsequent Transfer Date; (collectivelyx) each Rating Agency shall have notified the Security Insurer that following such transfer the Notes will be rated in the highest short-term or long-term rating category, as applicable, by such Rating Agency; (xi) such addition will not result in a material adverse tax consequence to the Trust or the Noteholders as evidenced by an Opinion of Counsel to be delivered by the Seller; (xii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xiii) the Seller shall have delivered to the Rating Agencies and to the Security Insurer one or more Opinions of Counsel with respect to the transfer of the Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to such Persons on the Closing Date; (A) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on each related Subsequent Cutoff Date): (1) the weighted average APR of such Receivables will not be less than 15.505%, (2) the weighted average remaining term of such Receivables will not be greater than 67 months nor less than 60 months, (3) not more than 90% of the Aggregate Principal Balance of such Receivables will represent loans secured by used Financed Vehicles, (4) not more than 3% of the Aggregate Principal Balance of such Receivables will be attributable to Receivables with an APR in excess of 21%, (5) not more than 0.25% of the Aggregate Principal Balance of such Receivables will represent loans in excess of $50,000.00, (6) not more than 3% of the Aggregate Principal Balance of such Receivables will represent loans with original terms greater than 72 months and (7) not more than 2.0% of the Aggregate Principal Balance of such Receivables will represent loans secured by Financed Vehicles that previously secured a loan originated by AFL with an obligor other than the current Obligor, and (B) the Trust, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyOwner Trustee, the "Indenture Trustee and the Security Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of such criteria; (xv) the Seller shall have taken any action necessary or, if requested by the Security Insurer, advisable to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Collateral Agent in the Indenture Collateral; and (xvi) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Transferred Property")Receivables. (c) On such Subsequent Transfer Date, if all the conditions specified in paragraph (b) above have been satisfied, the Trust shall accept the transfer of such Subsequent Receivables and shall pay to the Seller from the Pre-Funding Account an amount equal to (i) the Principal Balance as of the related Subsequent Cutoff Date of the Subsequent Receivables transferred to the Trust as of such date, minus (ii) the Spread Account Additional Deposit, if any, for such Subsequent Transfer Date, minus (iii) the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount as of such Subsequent Transfer Date, and minus (iv) the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date. (d) The Seller covenants to transfer to the Trust pursuant to paragraph (a) above Subsequent Receivables with an aggregate Principal Balance equal to $52,477,400.72; PROVIDED, HOWEVER, that the sole remedy of the Trust, the Owner Trustee, the Indenture Trustee or the Noteholders with respect to a failure of such covenant shall be to enforce the provisions of Sections 2.3(c) and 6.2 of the Closing Date Purchase Agreement, Section 2.4(c) hereof (with respect to Class A-1 Holdback Amounts) and Section 4.7(c) hereof, Section 10.01(b) of the Indenture and Section 5.2 of the Trust Agreement with respect to payment of the Class A-1 Prepayment Premium, Class A-2 Prepayment Premium, Class A-3 Prepayment Premium and Class A-4 Prepayment Premium.

Conveyance of Subsequent Receivables. For value received, (a) Subject to the conditions set forth in accordance with the CPS Purchase Agreementparagraph (b) below, the Seller does hereby Seller, pursuant to the mutually agreed upon terms contained herein and pursuant to one or more Subsequent Transfer Agreements, shall sell, transfer, assign, transfer and otherwise convey unto to the PurchaserTrust, without recourse (but without limitation of its obligations under the CPS Purchase in this Agreement), all of the right, title and interest of the Seller in and to: (i) to the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect to Rule of 78's Receivables, all monies due at any time paid or to become due payable thereon or in respect thereof after the related Subsequent Cutoff Date (including Scheduled Payments amounts due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies Date but received thereunder by AFL or the Seller after the related Subsequent Cutoff Date Date), an assignment of security interests of AFL in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Liquidation Proceeds Collateral Insurance and Recoveries received any Force-Placed Insurance relating to the Subsequent Receivables, rights of AFL or the Seller against Dealers with respect to the Subsequent Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the Receivable Files relating to the Subsequent Receivables, any and all other documents that AFL keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the Obligors or the related Financed Vehicles, the rights of the Seller under the related Subsequent Purchase Agreement, property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to liquidation of such Subsequent CPS Receivable, and all proceeds of the foregoing. (b) The Seller shall transfer to the Trust the Subsequent Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) The Seller shall have provided the Owner Trustee, the Indenture Trustee, the Security Insurer and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by any of the foregoing with respect to the Subsequent Receivables; ; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; Funding Period shall not have terminated; (iii) any proceeds from claims on any physical damage, credit life the Security Insurer (so long as an Insurer Default shall not have occurred and credit accident be continuing) shall in its sole and health insurance policies or certificates relating absolute discretion have given its prior written approval of the transfer of such Subsequent Receivables to the Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; Trust; (iv) refunds for the costs Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed written assignment (including an acceptance by the Indenture Trustee and the Owner Trustee) in substantially the form of extended service contracts with respect to Financed Vehicles securing Exhibit G (the "Subsequent Transfer Agreement"), which shall include a Schedule of Subsequent Receivables listing the Subsequent CPS ReceivablesReceivables and shall specify the Spread Account Additional Deposit, refunds if any, the Requisite Reserve Amount, and the Class A-1 Holdback Amount, if any, as of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the for such Subsequent CPS Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; Transfer Date; (v) the Seller shall have delivered to the Custodian the Receivable File related Files relating to each the Subsequent CPS Receivable; Receivables, and the Custodian shall have delivered to the Seller, the Owner Trustee, the Security Insurer and the Indenture Collateral Agent an acknowledgement of receipt of such Receivable Files; (vi) the proceeds Seller shall, to the extent required by Section 4.1, have deposited in the Collection Account collections in respect of the Subsequent Receivables; (vii) as of each Subsequent Transfer Date, neither AFL nor the Seller shall be insolvent nor shall either of them have been made insolvent by such transfer nor shall either of them be aware of any and all pending insolvency; (viii) the applicable Spread Account Additional Deposit for such Subsequent Transfer Date shall have been made pursuant to the Spread Account Agreement. (ix) the Reserve Amount on such Subsequent Transfer Date, after taking into account any transfers of funds from the Reserve Account to the Depositor in respect of the foregoing sale of the Subsequent Receivables to the Trust, shall be no less than the Requisite Reserve Amount for such Subsequent Transfer Date; (collectivelyx) each Rating Agency shall have notified the Security Insurer that following such transfer the Notes will be rated in the highest short-term or long-term rating category, as applicable, by such Rating Agency; (xi) such addition will not result in a material adverse tax consequence to the Trust or the Noteholders as evidenced by an Opinion of Counsel to be delivered by the Seller; (xii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xiii) the Seller shall have delivered to the Rating Agencies and to the Security Insurer one or more Opinions of Counsel with respect to the transfer of the Subsequent Receivables substantially in the form of the Opinions of Counsel delivered to such Persons on the Closing Date; (A) the Receivables in the Trust, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on each related Subsequent Cutoff Date): (1) the weighted average APR of such Receivables will not be less than 15.53%, (2) the weighted average remaining term of such Receivables will not be greater than 67 months nor less than 63 months, (3) not more than 87% of the Aggregate Principal Balances of such Receivables will represent loans secured by used Financed Vehicles, (4) not more than 63% of the Aggregate Principal Balance of such Receivables will represent Receivables originated under AFL's "Classic" program, (5) not more than 3% of the Aggregate Principal Balance of such Receivables will have an APR in excess of 21%, (6) not more than 0.25% of the Aggregate Principal Balance of such Receivables will represent loans in excess of $50,000.00, (7) not more than 3.0% of the Aggregate Principal Balance of such Receivables will represent loans with original terms greater than 72 months and (8) not more than 5.0% of the Aggregate Principal Balance of such Receivables will represent loans secured by Financed Vehicles that previously secured a loan originated by AFL with an obligor other than the current Obligor, and (B) the Trust, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco PropertyOwner Trustee, the "Indenture Trustee and the Security Insurer shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of such criteria; (xv) the Seller shall have taken any action necessary or, if requested by the Security Insurer, advisable to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Collateral Agent in the Indenture Collateral; and (xvi) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Transferred Property")Receivables. (c) On such Subsequent Transfer Date, if all the conditions specified in paragraph (b) above have been satisfied, the Trust shall accept the transfer of such Subsequent Receivables and shall pay to the Seller from the Pre-Funding Account an amount equal to (i) the Principal Balance as of the related Subsequent Cutoff Date of the Subsequent Receivables transferred to the Trust as of such date, minus (ii) the Spread Account Additional Deposit, if any, for such Subsequent Transfer Date, minus (iii) the amount, if any, by which the Requisite Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount as of such Subsequent Transfer Date, and minus (iv) the Class A-1 Holdback Amount, if any, for such Subsequent Transfer Date. (d) The Seller covenants to transfer to the Trust pursuant to paragraph (a) above Subsequent Receivables with an aggregate Principal Balance equal to $205,532,634.94; PROVIDED, HOWEVER, that the sole remedy of the Trust, the Owner Trustee, the Indenture Trustee or the Noteholders with respect to a failure of such covenant shall be to enforce the provisions of Sections 2.3(c) and 6.2 of the Closing Date Purchase Agreement, Section 2.4(c) hereof (with respect to Class A-1 Holdback Amounts) and Section 4.7(c) hereof, Section 10.01(b) of the Indenture and Section 5.2 of the Trust Agreement with respect to payment of the Class A-1 Prepayment Premium, Class A-2 Prepayment Premium, Class A-3 Prepayment Premium and Class A-4 Prepayment Premium.

Conveyance of Subsequent Receivables. For value received(a) Subject to the conditions set forth in paragraph (b) below, in accordance with consideration of the CPS Purchase AgreementIssuer’s delivery on each related Subsequent Transfer Date to or upon the order of the Seller of the amount described in Section 5.10(a) to be delivered to the Seller, the Seller does hereby will, on the related Subsequent Transfer Date, sell, transfer, assign, transfer set over and otherwise convey unto to the Purchaser, Issuer without recourse (but without limitation of its subject to the obligations under the CPS Purchase Agreement), set forth herein) all right, title and interest of the Seller in in, to and to: under: (i) the Subsequent CPS Receivables listed in the related Schedule of Subsequent CPS Receivables and, with respect A to Rule of 78's Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, Transfer Agreement and all monies received thereunder after the related Subsequent Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; Receivables after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of MichiganNon-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles; Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) 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 Subsequent CPS Receivables or the Obligors thereunder; ; (iv) all proceeds from recourse against Dealers or Consumer Lenders with respect to the related Subsequent Receivables; (v) all of the Seller’s rights and benefits, but none of its obligations or burdens, under the related Subsequent Receivables Purchase Agreement, including a direct right to cause CPS to purchase Subsequent Receivables from the Issuer under certain circumstances and to indemnify the Issuer pursuant to the Subsequent Receivables Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Subsequent CPS 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 securing the Subsequent CPS Receivables or his or her an Obligor’s obligations with respect to such a Subsequent Receivable or Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; ; (vvii) the Receivable File related to each Subsequent Receivable; (viii) all amounts and property from time to time held in or credited to the Collection Account, the Pre-Funding Account, the Series 2012-B Spread Account and the Principal Distribution Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secured a Subsequent Receivable that has been acquired by or on behalf of CPS or the Seller pursuant to a liquidation of such Receivable; and (x) all present and (vi) 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 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 which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Subsequent Receivables and all the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Seller shall have provided the Trustee, the Owner Trustee and each Rating Agency with an Addition Notice not later than five Business Days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Subsequent Receivables; (collectivelyii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Subsequent Transfer Agreement which shall include supplements to Schedule A, listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the related Subsequent Receivables; (iv) as of each Subsequent Transfer Date, (A) the Seller shall not be rendered insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (v) the Funding Period shall not have terminated; (vi) after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, the "Receivables shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Transferred CPS Property" Receivables on the related Subsequent Cutoff Dates): (A) the weighted average APR of such Receivables will be greater than or equal to 20.10%; (B) the weighted average remaining term of such Receivables will be within a range of 12 to 72 months; (C) not more than 90.25% of the aggregate Principal Balance of such Receivables will represent financing of used Financed Vehicles; (D) not more than 1.00% of the aggregate Principal Balance of such Receivables will have an APR in excess of 26.00% and together not more than 9.50% of the aggregate Principal Balance of such Receivables will have an APR of less than 17.00%; (E) each Receivable will have an APR between 9.00% and 30.00%; (F) each Receivable will have an original term of no more than seventy-two (72) months and no more than 45.70% of the aggregate Principal Balance of such Receivables will have an original term in excess of sixty (60) months; (G) no more than 9.75% of the aggregate Principal Balance of such Receivables will have been originated in Texas; (H) no more than 17.75% of the aggregate Principal Balance of such Receivables will have been originated in California; (I) no more than 9.75% of the aggregate Principal Balance of such Receivables will have been originated in Pennsylvania; (J) not less than 72.75% of the aggregate Principal Balance of such Receivables will have been purchased under the Seller’s “Alpha,” “Super Alpha,” “Alpha Plus” or “Preferred” programs; (K) no more than 7.25% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s First Time Buyer program; (L) no more than 9.75% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Delta program; (M) no less than 13.75% of the aggregate Principal Balance of such Receivables will be originated under the Seller’s Alpha Plus program; (N) no less than 23.75% of the aggregate Principal Balance of such Receivables on an aggregate basis will be originated under the Seller’s Preferred and Super Alpha programs; (O) none of such Receivables will have been originated by Fireside, MFN, TFC, SeaWest, or their respective subsidiaries; (P) no more than 5.25% of the aggregate Principal Balance of such Receivables will constitute Section 341 Receivables; (Q) none of such Receivables will have an LTV in excess of 145.50%; (R) the weighted average LTV of such Receivables will be less than or equal to 113.30%; and (S) the Trust, the Trustee and the Owner Trustee shall have received written confirmation from a firm of certified independent public accountants as to the satisfaction of the criteria in clauses (A) through (R) above; (vii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the related Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Owner Trust Estate and the first priority perfected security interest of the Trustee in the Collateral; (x) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables; (xi) the addition of any such Subsequent Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) the Seller shall have delivered (A) to the Rating Agencies and each Placement Agent an Opinion of Counsel with respect to the characterization of the transfer of such Subsequent Receivables as a “true sale”, which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Rating Agencies and each Placement Agent on the Closing Date, and (B) to the Trustee and each Placement Agent the Opinion of Counsel required by Section 13.2(i)(i), which Opinion of Counsel may be in the form of a “bring down” letter to the Opinion of Counsel delivered to the Trustee and each Placement Agent on the Closing Date; (xiii) each of the Seller and the Issuer shall have received verbal verification from the Rating Agencies that the addition of all such Subsequent Receivables will not result in a qualification, modification or withdrawal of the then current rating of each Class of Notes; (xiv) the Servicer shall instruct the Trustee to transfer the Subsequent Spread Account Deposit to the Series 2012-B Spread Account with respect to the related Subsequent Receivables transferred on such Subsequent Transfer Date; and (xv) the Seller shall have delivered to the Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Subsequent Transferred Samco PropertyReceivable on the date required as specified above, the "Seller will immediately repurchase such Subsequent Transferred Property")Receivable from the Issuer, at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2.

Conveyance of Subsequent Receivables. For value receivedSubject to the conditions set forth in Section 5 hereof, in accordance with consideration of the CPS payment of the Subsequent Receivables Purchase AgreementPrice to or upon the written order of the Transferor, the Seller Transferor does hereby sell, transfer, assign, transfer set over and otherwise convey unto to the PurchaserIssuer, in trust for the benefit of the Noteholders and the Note Insurer, without recourse (but without limitation of its obligations under the CPS Purchase Agreement)recourse, all right, title and interest of the Seller Transferor in and to: : (i1) the Subsequent CPS Receivables listed in Schedule A hereto, all monies received on such Subsequent Receivables after the related Schedule of Subsequent CPS Receivables Cut-off Date and, with respect to Rule of 78's any Subsequent Receivables which are Precomputed Receivables, all monies due or to become due thereon after the related Subsequent Cutoff Date (including Scheduled Payments due after the related Subsequent Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or before the related Subsequent Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the related Subsequent Cutoff Date Payahead Amount and all Liquidation Proceeds and Recoveries received with respect to such Subsequent CPS Receivables; ; (ii2) the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Subsequent CPS Receivables and any other interest of the Seller Transferor in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, and any other evidence of ownership with respect to such Financed Vehicles; ; (iii3) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates or the VSI Policy, if any, relating to the related Financed Vehicles securing the Subsequent CPS Receivables or the Obligors thereunder; related Obligors, including any rebates and premiums; (iv4) property (including the right to receive future Liquidation Proceeds) that secures a Subsequent Receivable and that has been acquired by or on behalf of the Trust pursuant to the liquidation of such Subsequent Receivable; (5) this Agreement, the Purchase Agreement and the Guarantee, including, without limitation, a direct right to cause LBAC to purchase Subsequent Receivables from the Trust upon the occurrence of a breach of any of the representations and warranties contained in Section 4 of this Agreement or the failure of LBAC to timely comply with its obligations pursuant to Section 5.5 of the Purchase Agreement; (6) refunds for the costs of extended service contracts with respect to the related Financed Vehicles securing the Subsequent CPS ReceivablesVehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an a related Obligor or a related Financed Vehicle securing the Subsequent CPS Receivables or his or her obligations with respect to such a related Financed Vehicle and any recourse to Dealers for any of the foregoing; ; (v7) the Legal Files and the Receivable File Files related to each Subsequent CPS ReceivableReceivable and any and all other documents that LBAC keeps on file in accordance with its customary procedures relating to the Subsequent Receivables, the related Obligors or the related Financed Vehicles; (8) all amounts and property from time to time held in or credited to the Lock-Box Account, to the extent such amounts and property relate to the Subsequent Receivables; (9) any proceeds from recourse against the Dealers (other than any Chargeback Obligations), including, without limitation, any Dealer Title Guaranties with respect to the Subsequent Receivables, with respect to the sale of the Subsequent Receivables; and and (vi10) the proceeds of any and all of the foregoing (collectively, the "Subsequent Transferred CPS Property" and together with any Subsequent Transferred Samco Property, the "Subsequent Transferred Property")foregoing.