Common use of Intention of the Parties Clause in Contracts

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller Transferor and the Issuer Transferee that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposesAssets, conveying good title thereto free and clear of any Liens, from the Seller Transferor to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 SellerTransferee. In the event that such conveyance is determined to be made as security for a loan made by the IssuerTransferee to Transferor, the Noteholders or the Certificateholder to the Seller, the Seller Transferor hereby grants to the Issuer Transferee a security interest in all of the SellerTransferor’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Contribution Agreement Collateral”):). (a1) the Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Transferor in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d4) any proceeds from any Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or Direct Lender Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Direct Lender Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g7) all of the SellerTransferor’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and including the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial Exeter under the Purchase Agreement; (h8) all of the Transferor’s rights and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of Exeter and the Seller under the Sale and Servicing Agreement; (9) all of the SellerTransferor’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g9); and (i10) all proceeds and investments with respect to items (a1) through (h9).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (ai) the Receivables and all moneys received thereon after the Cutoff Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (div) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial AmeriCredit under the Purchase Agreement; (hviii) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (gvii); and (iix) all proceeds and investments with respect to items (ai) through (hviii).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the EFLLC Receivables and the EFLLC Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the EFLLC Receivables and the EFLLC Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (a1) the EFLLC Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the EFLLC Receivables and any other interest of the Seller in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the EFLLC Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the repossession or liquidation of the EFLLC Receivables; (d4) any proceeds from any EFLLC Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or Direct Lender Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Direct Lender Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g6); and (i) 8) all proceeds and investments with respect to items (a1) through (h7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1 (collectively, the “Sale and Servicing Agreement Collateral”): (ai) the Receivables and all moneys received thereon after the Cutoff Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (div) any proceeds from any Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or Direct Lender Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Direct Lender Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial Exeter under the Purchase Agreement; (hviii) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (gviii); and (iix) all proceeds and investments with respect to items (ai) through (hviii).

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale and assignment outright, and not for security, by CNHICA of the Receivables and Other Conveyed Propertynot as a lending transaction, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHICA under the Bankruptcy Code, reorganization(i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, arrangement(ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, insolvency and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the SellerReceivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. In If (but only to the event that such conveyance extent that) the transfer of the CNHICA Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHICA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHICA’s right, title and interest in and to the following property for CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (gf); and (ih) all proceeds and investments with respect to items (a) through (hg).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):) (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (gf); and (ih) all proceeds and investments with respect to items (a) through (hg).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial AmeriCredit under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h).

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale and assignment outright, and not for security, by CNHCA of the Receivables and Other Conveyed Propertynot as a lending transaction, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHCA under the Bankruptcy Code, reorganization(i) such Receivables would not be property of CNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, arrangement(ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHCA under Section 542 of the Bankruptcy Code, insolvency and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHCA or any other Person in connection with the SellerReceivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. In If (but only to the event that such conveyance extent that) the transfer of the Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHCA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHCA’s right, title and interest in and to the following property for Assets. Such security interest shall secure all of CNHCA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)law.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale and assignment outright, and not for security, by CNHICA of the Receivables and Other Conveyed Propertynot as a lending transaction, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHICA under the Bankruptcy Code, reorganization(i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, arrangement(ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, insolvency and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the SellerReceivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. In If (but only to the event that such conveyance extent that) the transfer of the Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHICA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHICA’s right, title and interest in and to the following property for Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):) (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (gf); and (ih) all proceeds and investments with respect to items (a) through (hg).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):) (a1) the Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d4) any proceeds received from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g6); and (i) 8) all proceeds and investments with respect to items (a1) through (h7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial AmeriCredit under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):) (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds received from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (gf); and (ih) all proceeds and investments with respect to items (a) through (hg).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):) (a1) the Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d4) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g6); and (i) 8) all proceeds and investments with respect to items (a1) through (h7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (ai) the Receivables and all moneys received thereon after the Cutoff Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (div) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial AmeriCredit under the Purchase Agreement; (hviii) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (gvii); and (iix) all proceeds and investments with respect to items (ai) through (hviii).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):) (a1) the Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d4) any proceeds received from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g6); and (i) 8) all proceeds and investments with respect to items (a1) through (h7).

Intention of the Parties. The execution and delivery of this Agreement and of each Subsequent Purchase Agreement shall constitute an acknowledgment by the Seller AFL and the Issuer ARFC that they intend that the each assignment and transfer herein and therein contemplated constitute a sale and assignment outright, and not for security, of the Initial Receivables and the Initial Other Conveyed Property and the Subsequent Receivables and Subsequent Other Conveyed Property, for non-tax purposesas the case may be, conveying good title thereto free and clear of any Liens, from the Seller AFL to the IssuerARFC, and that the Initial Receivables and the Initial Other Conveyed Property and the Subsequent Receivables and Subsequent Other Conveyed Property shall not be a part of the Seller’s AFL's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Sellerto, AFL. In the event that such conveyance is determined to be made as security for a loan made by the IssuerARFC, the Noteholders Trust or the Certificateholder Noteholders to the SellerAFL, the Seller hereby grants parties intend that AFL shall have granted to the Issuer ARFC a security interest in all of the Seller’s AFL's right, title and interest in and to the following property for Initial Receivables and the benefit of Initial Other Conveyed Property and the Issuer Secured PartiesSubsequent Receivables and Subsequent Other Conveyed Property, whether now owned as the case may be, conveyed pursuant to Section 2.1 hereof or existing or hereafter acquired or arisingpursuant to any Subsequent Purchase Agreement, and that this Agreement and each Subsequent Purchase Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)law.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by CNHCA of the Purchased Contracts and assignment outright, the Subsequent CNHCA Receivables and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHCA under the Bankruptcy Code, reorganization(i) such Purchased Contracts and Subsequent CNHCA Receivables would not be property of CNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, arrangement(ii) the bankruptcy court would not compel the turnover of such Purchased Contracts and Subsequent CNHCA Receivables or collections thereon by CNHCR to CNHCA under Section 542 of the Bankruptcy Code, insolvency and (iii) the bankruptcy court would determine that payments on such Purchased Contracts and Subsequent CNHCA Receivables not in the possession of CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Purchased Contract or any Subsequent CNHCA Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHCA or any other Person in connection with the SellerPurchased Contracts or the Subsequent CNHCA Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. In If (but only to the event that such conveyance extent that) the transfer of the Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHCA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHCA’s right, title and interest in and to the following property for Assets. Such security interest shall secure all of CNHCA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)law.

Intention of the Parties. It is the intention of the parties that the Initial Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for Federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The execution Initial Purchaser shall have the right to review the Mortgage Loans and delivery the related Mortgage Loan Files to determine the characteristics of this Agreement the Mortgage Loans which shall constitute an acknowledgment affect the federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Initial Purchaser in the course of such review. In the event, for any reason, any transaction contemplated herein is construed by any court or regulatory authority as a borrowing rather than as a sale, the Seller and the Issuer that they Purchaser intend that the assignment Purchaser or its assignee, as the case may be, shall have a perfected first priority security interest in the Mortgage Loans, the Custodial Account and transfer herein contemplated constitute a sale the proceeds of any and assignment outright, and not for security, all of the Receivables and Other Conveyed Propertyforegoing (collectively, for non-tax purposesthe “Collateral”), conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Selleradverse claims. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Sellercase, the Seller shall be deemed to have hereby grants granted to the Issuer Purchaser or its assignee, as the case may be, a first priority security interest in all and lien upon the Collateral, free and clear of adverse claims. In such event, the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, related Confirmation and this Agreement shall constitute a security agreement under applicable law (collectivelyagreement, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) Purchaser’s custodian shall be deemed to be an independent custodian for purposes of perfection of the security interests in the Financed Vehicles interest granted by Obligors pursuant to the Receivables and any other interest of Purchaser or its assignee, as the Seller in such Financed Vehicles; (c) any proceeds case may be, and the right to receive proceeds with respect to Purchaser or its assignee, as the Receivables from claims on any physical damagecase may be, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) shall have all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, a secured party under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)applicable law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (a1) the Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d4) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g6); and (i) 8) all proceeds and investments with respect to items (a1) through (h7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller Transferor and the Issuer Transferee that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposesAssets, conveying good title thereto free and clear of any Liens, from the Seller Transferor to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 SellerTransferee. In the event that such conveyance is determined to be made as security for a loan made by the IssuerTransferee to Transferor, the Noteholders or the Certificateholder to the Seller, the Seller Transferor hereby grants to the Issuer Transferee a security interest in all of the SellerTransferor’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Contribution Agreement Collateral”):). (a1) the Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Transferor in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d4) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g7) all of the SellerTransferor’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and including the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial Exeter under the Purchase Agreement; (h8) all of the Transferor’s rights and benefits, but none of its obligations or burdens, under the Sale Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of the Representation Provider under the Sale Agreement; (9) all of the SellerTransferor’s rights and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of Exeter and the Seller under the Sale and Servicing Agreement; (10) all of the rights to all of the Transferor’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g9); and (i11) all proceeds and investments with respect to items (a1) through (h10).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the EFIT Receivables and the EFIT Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the EFIT Receivables and the EFIT Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Agreement Collateral”): (a1) the EFIT Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the EFIT Receivables and any other interest of the Seller in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the EFIT Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the EFIT Receivables; (d4) any proceeds from any EFIT Receivable repurchased by a Dealer pursuant to a Dealer Agreement or as a result of a breach of representation or warranty in the related Dealer Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g6); and (i) 8) all proceeds and investments with respect to items (a1) through (h7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the EFLLC Receivables and the EFLLC Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the EFLLC Receivables and the EFLLC Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (a1) the EFLLC Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the EFLLC Receivables and any other interest of the Seller in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the EFLLC Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the EFLLC Receivables; (d4) any proceeds from any EFLLC Receivable repurchased by a Dealer pursuant to a Dealer Agreement or as a result of a breach of representation or warranty in the related Dealer Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g6); and (i) 8) all proceeds and investments with respect to items (a1) through (h7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1 (collectively, the “Sale and Servicing Agreement Collateral”): (ai) the Receivables and all moneys received thereon after the Cutoff Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (div) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial Exeter under the Purchase Agreement; (hviii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of the Representation Provider under the Sale Agreement; (ix) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (gviii); and (ix) all proceeds and investments with respect to items (ai) through (hix).

Intention of the Parties. It is the intention of the parties that the Initial Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for Federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The execution Initial Purchaser shall have the right to review the Mortgage Loans and delivery the related Mortgage Loan Files to determine the characteristics of this Agreement the Mortgage Loans which shall constitute an acknowledgment affect the Federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Initial Purchaser in the course of such review. In the event, for any reason, any transaction contemplated herein is construed by any court or regulatory authority as a borrowing rather than as a sale, the Seller and the Issuer that they Purchaser intend that the assignment Purchaser or its assignee, as the case may be, shall have a perfected first priority security interest in the Mortgage Loans which may be held by MERS as the nominee for the Purchaser, the Custodial Account and transfer herein contemplated constitute a sale the proceeds of any and assignment outright, and not for security, all of the Receivables and Other Conveyed Propertyforegoing (collectively, for non-tax purposesthe "Collateral"), conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Selleradverse claims. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Sellercase, the Seller shall be deemed to have hereby grants granted to the Issuer Purchaser or its assignee, as the case may be, a first priority security interest in all and lien upon the Collateral, free and clear of adverse claims. In such event, the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, related Commitment Letter and this Agreement shall constitute a security agreement under applicable law (collectivelyagreement, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) Custodian shall be deemed to be an independent custodian for purposes of perfection of the security interests in the Financed Vehicles interest granted by Obligors pursuant to the Receivables and any other interest of Purchaser or its assignee, as the Seller in such Financed Vehicles; (c) any proceeds case may be, and the right to receive proceeds with respect to Purchaser or its assignee, as the Receivables from claims on any physical damagecase may be, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) shall have all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, a secured party under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)applicable law.

Intention of the Parties. It is the intention of the parties that the Initial Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for Federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The execution Initial Purchaser shall have the right to review the Mortgage Loans and delivery the related Mortgage Loan Files to determine the characteristics of this Agreement the Mortgage Loans which shall constitute an acknowledgment affect the Federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Initial Purchaser in the course of such review. In the event, for any reason, any transaction contemplated herein is construed by any court or regulatory authority as a borrowing rather than as a sale, the Seller and the Issuer that they Purchaser intend that the assignment Purchaser or its assignee, as the case may be, shall have a perfected first priority security interest in the Mortgage Loans, the Custodial Account and transfer herein contemplated constitute a sale the proceeds of any and assignment outright, and not for security, all of the Receivables and Other Conveyed Propertyforegoing (collectively, for non-tax purposesthe “Collateral”), conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Selleradverse claims. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Sellercase, the Seller shall be deemed to have hereby grants granted to the Issuer Purchaser or its assignee, as the case may be, a first priority security interest in all and lien upon the Collateral, free and clear of adverse claims. In such event, the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, related Commitment Letter and this Agreement shall constitute a security agreement under applicable law (collectivelyagreement, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) Custodian shall be deemed to be an independent custodian for purposes of perfection of the security interests in the Financed Vehicles interest granted by Obligors pursuant to the Receivables and any other interest of Purchaser or its assignee, as the Seller in such Financed Vehicles; (c) any proceeds case may be, and the right to receive proceeds with respect to Purchaser or its assignee, as the Receivables from claims on any physical damagecase may be, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) shall have all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, a secured party under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)applicable law.

Intention of the Parties. (a) The execution and delivery of this Agreement shall will constitute an acknowledgment by the Seller Originator and the Issuer Depositor that they intend that the assignment assignments and transfer transfers herein contemplated constitute a sale sales and assignment assignments outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Originator to the Issuer, Depositor and that the Receivables and the Other Conveyed Property shall will not be a part of the Seller’s Originator's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to to, the SellerOriginator. In the event that If such conveyance is determined to be made as security for a loan made by the Depositor, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, Originator the Seller hereby grants parties intend that the Originator will have granted to the Issuer Depositor a security interest in all of the Seller’s Originator's right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesinterest, respectively, whether now owned or existing or hereafter acquired or arising, in and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):to: (a1) the Receivables and all moneys received thereon after the Cutoff Date;, (b2) the Other Conveyed Property conveyed to the Depositor by the Originator pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables Receivables, and any other interest of the Seller Originator or the Depositor in such Financed Vehicles; , (cb) any proceeds and the right to receive any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; , (dc) any proceeds from any Receivable repurchased by the right to cause the related Dealer or a Dealer Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or an Auto Loan Purchase and Sale Agreement, respectively, as a result of a the breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; , respectively, (ed) all rights under rights, if any, to refunds for the costs of any Service Contracts on the related Financed Vehicles; , (e) the related Receivables Files and (f) the related Receivable Files; (g) proceeds of any and all of the Seller’s rightforegoing, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i3) all proceeds and investments with respect to items (a1) through and (h)2) above. (b) This Agreement will constitute a security agreement under applicable law.

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, 100% ownership interest in the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat each transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. Moreover, the arrangement under which the Mortgage Loans are held shall be consistent with classification of such arrangement as a grantor trust in the event it is not found to represent direct ownership of the Mortgage Loans. The execution Purchaser shall have the right to review the Mortgage Loans and delivery the related Mortgage Loan Files to determine the characteristics of the Mortgage Loans which shall affect the Federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review. The Purchaser and the Seller acknowledge and agree that the purpose of Sections 4.01(B), 7.05(b), 7.07, 7.08, 8.01(e), 8.04(b) and 11.01 of this Agreement shall constitute an acknowledgment is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the Issuer rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that they intend required under the Securities Act). The Seller acknowledges that interpretations of the assignment and transfer herein contemplated constitute a sale and assignment outrightrequirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller agrees to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 comply with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan requests made by the IssuerPurchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Noteholders Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the Certificateholder good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. The Purchaser (including any of its assignees or designees) shall cooperate with the Seller hereby grants by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to the Issuer a security interest in all of the Seller’s rightinformation required, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant Purchaser’s reasonable judgment, to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds comply with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)Regulation AB.

Intention of the Parties. The execution It is the intention of the parties that the Purchaser is purchasing, and delivery the Company is selling, the Mortgage Loans and not a debt instrument of this Agreement shall constitute an acknowledgment the Company or another security. Accordingly, the parties hereto each intend to treat the transaction for Federal income tax purposes as a sale by the Seller Company, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the Issuer that they related Mortgage Loan Files to determine the characteristics of the Mortgage Loans which shall affect the Federal income tax consequences of owning the Mortgage Loans and the Company shall cooperate with all reasonable requests made by the Purchaser in the course of such review. In the event, for any reason, any transaction contemplated herein is construed by any court or regulatory authority as a borrowing rather than as a sale, the Company and the Purchaser intend that the assignment Purchaser or its assignee, as the case may be, shall have a perfected first priority security interest in the Mortgage Loans, the Custodial Account and transfer herein contemplated constitute a sale the proceeds of any and assignment outright, and not for security, all of the Receivables and Other Conveyed Propertyforegoing (collectively, for non-tax purposesthe "Collateral"), conveying good title thereto free and clear of any Liensadverse claims. In such case, from the Seller Company shall be deemed to have hereby granted to the IssuerPurchaser or its assignee, and that as the Receivables and the Other Conveyed Property shall not be case may be, a part of the Seller’s estate in the event of a 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a first priority security interest in all and lien upon the Collateral, free and clear of adverse claims. In such event, the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, related Trade Confirmation and this Agreement shall constitute a security agreement under applicable law (collectivelyagreement, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) Custodian shall be deemed to be an independent custodian for purposes of perfection of the security interests in the Financed Vehicles interest granted by Obligors pursuant to the Receivables and any other interest of Purchaser or its assignee, as the Seller in such Financed Vehicles; (c) any proceeds case may be, and the right to receive proceeds with respect to Purchaser or its assignee, as the Receivables from claims on any physical damagecase may be, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) shall have all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, a secured party under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h).applicable law. [Signatures follow on next page]

Intention of the Parties. (a) The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate 's estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s 's right, title and interest in and to to: (1) the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectivelyInitial Receivables, the “Sale and Servicing Agreement Collateral”): (a) the Subsequent Receivables and all moneys received thereon after the Initial Cutoff Date;, (b2) the Initial Other Conveyed Property and the Subsequent Other Conveyed Property conveyed to Purchaser by Seller pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables, the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; , (cb) any proceeds and the right to receive any proceeds with respect to the Initial Receivables and the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; , (dc) any proceeds from any Initial Receivable and Subsequent Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; , (d) any proceeds from any Initial Receivable and Subsequent Receivable repurchased by 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 Auto Loan Purchase and Sale Agreement, (e) all rights under any Service Contracts on the related Financed Vehicles; , (f) the related Receivable Files;Receivables Files and (g) the proceeds of any and all of the foregoing, (g3) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; 's (h) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments Instruments, and (ve) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (a1) through and (g2); , and (i4) all proceeds and investments with respect to items (a1), (2), and (3) through above. (h)b) This Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Company that each conveyance by such Originator to the Company pursuant to this Agreement shall constitute an acknowledgment of any Receivables and Related Rights, including, without limitation, all Sold Receivables, if any, constituting “accounts,” “chattel paper,” “payment intangibles,” “instruments” or “general intangibles” (each as defined in the UCC), be construed as a valid and perfected sale or contribution, as the case may be, and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Seller Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and the Issuer that they intend that the assignment right, title and transfer herein contemplated constitute interest in and to such Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that an outright sale of receivables and interests in receivables is governed by Article 9 of the UCC (“Article 9”), notwithstanding that such a sale and assignment outrightis not intended for security. The parties also acknowledge that, as a drafting convention under Article 9, terms used under Article 9 for secured transactions also apply to outright sales of receivables, including “debtor,” which applies to a seller of receivables, “secured party,” which applies to a buyer of receivables, and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not for security, affect the nature of the outright sale or contribution hereunder of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from by the Seller Originators to the IssuerCompany. Thus, under the Article 9 drafting convention, the outright sale or contribution of the Sold Receivables may be described as a transaction by which the Originators have granted to the Company a security interest in, among other things, the Sold Receivables. However, if, contrary to the mutual intent of the parties, any conveyance hereunder of Receivables and Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and that the a conveyance of such Receivables and Related Rights that is prior to the Other Conveyed Property rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through any Originator, then, it is the intent of such Originator and the Company that (i) this Agreement also shall not be deemed to be, and hereby is, a part security agreement within the meaning of the Seller’s estate in the event of a 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 UCC; and (ii) such Originator shall be deemed to have granted to the Seller. In Company as of the event that date of this Agreement, and such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller Originator hereby grants to the Issuer Company, a security interest in in, to and under, all of the Sellersuch Originator’s right, title and interest in and to each Receivable generated by such Originator prior to the following property for the benefit of the Issuer Secured PartiesPurchase and Sale Termination Date and all Related Rights with respect thereto, whether now owned or existing or hereafter acquired or arising, created by such Originator to secure the prompt and this Agreement shall constitute complete payment of a security agreement under applicable law (collectively, loan deemed to have been made in an amount equal to the “Sale and Servicing Agreement Collateral”): (a) Purchase Price of the Receivables and originated by such Originator, together with all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)Originator hereunder.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale and assignment outright, and not for security, by CNHICA of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the [[Initial] Receivables and the Other Conveyed Property shall Subsequent CNHICA] Receivables and not be as a part of the Seller’s estate lending transaction, such that in the event of a bankruptcyfiling of a petition for relief by or against CNHICA under the Bankruptcy Code, reorganization(i) such [[Initial] Receivables and Subsequent CNHICA] Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, arrangement(ii) the bankruptcy court would not compel the turnover of such [[Initial] Receivables and Subsequent CNHICA] Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, insolvency and (iii) the bankruptcy court would determine that payments on such [[Initial] Receivables and Subsequent CNHICA] Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any [[Initial] Receivables or any Subsequent CNHICA] Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Seller[[Initial] Receivables or the Subsequent CNHICA] Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. In If (but only to the event that such conveyance extent that) the transfer of the Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHICA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHICA’s right, title and interest in and to the following property for Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 [and Section 2.2], and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)law.

Intention of the Parties. (a) The execution and delivery of this Agreement shall will constitute an acknowledgment by the Seller Originator and the Issuer Depositor that they intend that the assignment assignments and transfer transfers herein contemplated constitute a sale sales and assignment assignments outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Originator to the Issuer, Depositor and that the Receivables and the Other Conveyed Property shall will not be a part of the SellerOriginator’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to to, the SellerOriginator. In the event that If such conveyance is determined to be made as security for a loan made by the Depositor, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, Originator the Seller hereby grants parties intend that the Originator will have granted to the Issuer Depositor a security interest in all of the SellerOriginator’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesinterest, respectively, whether now owned or existing or hereafter acquired or arising, in and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):to: (a1) the Receivables and all moneys received thereon after the Cutoff Date;, (b2) the Other Conveyed Property conveyed to the Depositor by the Originator pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables Receivables, and any other interest of the Seller Originator or the Depositor in such Financed Vehicles; , (cb) any proceeds and the right to receive any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; , (dc) any proceeds from any Receivable repurchased by the right to cause the related Dealer or a Dealer Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or an Auto Loan Purchase and Sale Agreement, respectively, as a result of a the breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; , respectively, (ed) all rights under rights, if any, to refunds for the costs of any Service Contracts on the related Financed Vehicles; , (e) the related Receivables Files and (f) the related Receivable Files; (g) proceeds of any and all of the Seller’s rightforegoing, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i3) all proceeds and investments with respect to items (a1) through and (h)2) above. (b) This Agreement will constitute a security agreement under applicable law.

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Company that each conveyance by such Originator to the Company pursuant to this Agreement shall constitute an acknowledgment of any Receivables and Related Rights, including, without limitation, all Sold Receivables, if any, constituting “accounts,” “chattel paper,” “payment intangibles,” “instruments” or “general intangibles” (each as defined in the UCC), be construed as a valid and perfected sale or contribution, as the case may be, and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Seller Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and the Issuer that they intend that the assignment right, title and transfer herein contemplated constitute interest in and to such Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that an outright sale of receivables and interests in receivables is governed by Article 9 of the UCC (“Article 9”), notwithstanding that such a sale and assignment outrightis not intended for security. The parties also acknowledge that, as a drafting convention under Article 9, terms used under Article 9 for secured transactions also apply to outright sales of receivables, including “debtor,” which applies to a seller of receivables, “secured party,” which applies to a buyer of receivables, and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not for security, affect the nature of the outright sale or contribution hereunder of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from by the Seller Originators to the IssuerCompany. Thus, under the Article 9 drafting convention, the outright sale or contribution of the Sold Receivables may be described as a transaction by which the Originators have granted to the Company a security interest in, among other things, the Sold Receivables. However, if, contrary to the mutual intent of the parties, any conveyance hereunder of Receivables and Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and that the a conveyance of such Receivables and Related Rights that is prior to the Other Conveyed Property rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through any Originator, then, it is the intent of such Originator and the Company that (i) this Agreement also shall not be deemed to be, and hereby is, a part security agreement within the meaning of the Seller’s estate in the event of a 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 UCC; and (ii) such Originator shall be deemed to have granted to the Seller. In Company as of the event that date of this Agreement, and such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller Originator hereby grants to the Issuer Company, a security interest in in, to and under, all of the Sellersuch Originator’s right, title and interest in and to each Receivable generated by such Originator prior to the following property for the benefit of the Issuer Secured PartiesPurchase and Sale Termination Date and all Related Rights with respect thereto, whether now owned or existing or hereafter acquired or arising, created by such Originator to secure the prompt and this Agreement shall constitute complete payment of a security agreement under applicable law (collectively, loan deemed to have been made by the “Sale and Servicing Agreement Collateral”): (a) Company to such Originator in an amount equal to the Purchase Price of the Receivables and originated by such Originator, together with all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)Originator hereunder.

Intention of the Parties. It is the intention of the parties hereto that the sale of the Purchased Receivables hereunder shall constitute a “sale of accounts”, as such term is used in Section 9-109(a) of the UCC and therefore this Agreement is intended to create a “security interest” in the Purchased Receivables within the meaning of the UCC in favor of the Purchaser. The execution Funding Seller and delivery the Purchaser intend the sales of Purchased Receivables hereunder to be considered to be “true sales” of the Purchased Receivables and Related Rights by the Funding Seller to the Purchaser that (A) shall constitute irrevocable, absolute transfers of the same by the Funding Seller to the Purchaser and (B) provide the Purchaser with the full benefits of ownership of the Purchased Receivables and Related Rights. If, notwithstanding such intent, any Purchased Receivables or Related Rights are determined to be property of the Funding Seller’s estate and the conveyance of such property hereunder shall be characterized as a loan secured by such property (any of the foregoing being referred to herein as a “Recharacterization”), then (i) this Agreement also shall be deemed to be, and hereby is, a “security agreement” within the meaning of the UCC, and (ii) the conveyance by the Funding Seller provided for in this Agreement shall constitute an acknowledgment be deemed to be a grant by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Funding Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Funding Seller hereby grants to the Issuer Purchaser, a security interest in in, to and under all of the Funding Seller’s right, title and interest in in, to and under the Purchased Receivables and Related Rights conveyed by the Funding Seller to the following property for the benefit of the Issuer Secured PartiesPurchaser, hereunder, whether now owned or hereafter existing or hereafter acquired created, to secure (1) the rights of the Purchaser hereunder, (2) a loan by the Purchaser to the Funding Seller in the amount of the Funded Amount from time to time and (3) without limiting any of the foregoing, the payment and performance of the obligations (whether monetary or arisingotherwise) from time to time owing by the Funding Seller to the Purchaser hereunder. The Funding Seller shall take such actions as may be necessary to ensure that a security interest in such Purchased Receivables will be a perfected security interest of first priority in favor of the Purchaser under the UCC and all other applicable law and shall be maintained as such throughout the term of this Agreement. If a Recharacterization were to occur, after the occurrence of any Termination Event, the Purchaser and its permitted assignees (including the Bank Collections Agent, to the extent contemplated by the Onward Receivables Purchase Agreement) shall have, in addition to the rights and remedies contemplated by this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to other Transaction Documents, all other rights and remedies against the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors Funding Seller and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant Originators provided to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, secured creditor under the Purchase AgreementUCC and other applicable law, and the delivery requirementsparties hereto agree that each remittance of Collections to the Purchaser hereunder shall be, representations and warranties and or have been, in payment of debt incurred by the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined Funding Seller in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)ordinary course of its business.

Intention of the Parties. The execution and delivery of this Agreement [or any Subsequent Transfer Agreement] shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Issuer, the Noteholders or the Certificateholder Certificateholder[s] to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement [and each Subsequent Transfer Agreement] shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the [Initial] Receivables and all moneys received thereon after the [Initial] Cutoff DateDate [and the Subsequent Receivables and all moneys received thereon after the related Subsequent Cutoff Date (excluding any Supplemental Servicing Fees)]; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement [and each Subsequent Purchase Agreement], and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement [and each Subsequent Purchase Agreement]; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h).

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by NH Credit of the NH Purchased Contracts and assignment outrightthe Subsequent NH Receivables and any True Lease Equipment, in each case, related thereto, as the case may be, and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and so that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against NH Credit under the Bankruptcy Code, reorganization(i) such NH Purchased Contracts, arrangementSubsequent NH Receivables and True Lease Equipment would not be property of NH Credit’s bankruptcy estate under Section 541 of the Bankruptcy Code, insolvency (ii) the bankruptcy court would not compel the turnover of such NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment by CNHCR to NH Credit under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on the NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment not in the possession of NH Credit would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of NH Credit’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any NH Purchased Contract or any Subsequent NH Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of NH Credit or any other Person in connection with the SellerNH Purchased Contracts or the Subsequent NH Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. In If (but only to the event extent) that such conveyance the transfer of the NH Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder NH Credit shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerNH Credit’s right, title and interest in and to the following property for NH Assets. Such security interest shall secure all of NH Credit’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)law.

Intention of the Parties. (a) The execution and delivery of this Agreement shall will constitute an acknowledgment by the Seller Originator and the Issuer Depositor that they intend that the assignment assignments and transfer transfers herein contemplated constitute a sale sales and assignment assignments outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Originator to the Issuer, Depositor and that the Receivables and the Other Conveyed Property shall will not be a part of the Seller’s Originator's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to to, the SellerOriginator. In the event that If such conveyance is determined to be made as security for a loan made by the Depositor, the Issuer, the Noteholders or the Certificateholder to the Seller, Originator the Seller hereby grants parties intend that the Originator will have granted to the Issuer Depositor a security interest in all of the Seller’s Originator's right, title and interest interest, respectively, in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):to: (a1) the Receivables and all moneys received thereon after the Cutoff Date;, (b2) the Other Conveyed Property conveyed to the Depositor by the Originator pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables Receivables, and any other interest of the Seller Originator or the Depositor in such Financed Vehicles; , (cb) any proceeds and the right to receive any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; , (dc) any proceeds from any Receivable repurchased by the right to cause the related Dealer or a Dealer Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or an Auto Loan Purchase and Sale Agreement, respectively, as a result of a the breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; , respectively, (ed) all rights under rights, if any, to refunds for the costs of any Service Contracts on the related Financed Vehicles; , (e) the related Receivables Files and (f) the related Receivable Files; (g) proceeds of any and all of the Seller’s rightforegoing, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i3) all proceeds and investments with respect to items (a1) through and (h)2) above. (b) This Agreement will constitute a security agreement under applicable law.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by NH Credit of the NH Purchased Contracts and assignment outrightthe Subsequent NH Receivables and any True Lease Equipment related to such NH Purchased Contracts or Subsequent NH Receivables, as the case may be, and not for securityas a lending transaction. The foregoing sale, of the Receivables assignment, transfer and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuerconveyance does not constitute, and that the Receivables and the Other Conveyed Property shall is not be intended to result in a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency creation or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any NH Purchased Contract or any Subsequent NH Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of NH Credit or any other Person in connection with the SellerNH Purchased Contracts or the Subsequent NH Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. In If (but only to the event extent) that such conveyance the transfer of the NH Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder NH Credit shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the Seller’s NH Credit's right, title and interest in and to the following property for NH Assets. Such security interest shall secure all of NH Credit's obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)law.

Intention of the Parties. (a) The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a1) the Receivables and all moneys received thereon after the Cutoff Date;, (b2) the Other Conveyed Property conveyed to Purchaser by Seller pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; , (cb) any proceeds and the right to receive any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; , (dc) any proceeds from any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; , (d) any proceeds from any Receivable repurchased by 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 Auto Loan Purchase and Sale Agreement, (e) all rights under any Service Contracts on the related Financed Vehicles; , (f) the related Receivable Files; Receivables Files and (g) the proceeds of any and all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement;foregoing, (h3) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments Instruments, and (ve) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (a1) through and (g2); , and (i4) all proceeds and investments with respect to items (a1), (2), and (3) through above. (h)b) This Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The execution and delivery (a) It is the express intent of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend parties hereto that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from conveyance by the Seller to the IssuerPurchaser pursuant to this Loan Purchase Agreement of the Loans (including any Additional Balances) be, and be construed as, an absolute sale and assignment by the Seller to the Purchaser. Further, it is not intended that the Receivables and conveyance be deemed to be the Other Conveyed Property shall not grant of a security interest in the Loans by the Seller to the Purchaser to secure a debt or other obligation. However, in the event that the Loans are held to be a part property of the Seller’s estate , or if for any reason this Loan Purchase Agreement is held or deemed to create a security interest in the event Loans, then (i) this Loan Purchase Agreement shall be a security agreement within the meaning of Article 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (ii) the conveyances provided for in Section shall be a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or grant by the occurrence of another similar event, Seller to the Purchaser of, or with respect and the Seller does hereby grant to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the IssuerPurchaser, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesinterest, whether now owned or existing hereafter acquired, in and to (A) the Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Loan Files and including any Eligible Substitute Loans; (B) all pool insurance policies, hazard insurance policies and bankruptcy bonds relating to the foregoing, (C) all amounts payable after the Cut-off Date to the holders of the Loans in accordance with the terms thereof; (D) all income, payments, proceeds and products of the conversion, voluntary or hereafter acquired involuntary, of the foregoing into cash, instruments, securities or arisingother property; (E) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and this Agreement oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and (F) all proceeds of any of the foregoing; (iii) the possession or control by the Purchaser or any other agent of the Purchaser of any of the foregoing property shall constitute be deemed to be possession or control by the secured party, or possession or control by a purchaser, for purposes of perfecting the security agreement interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-104, 9-106, 9-313 or 9-314 thereof); and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Purchaser, as applicable, for the purpose of perfecting such security interest under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date;law. (b) the security interests in the Financed Vehicles granted by Obligors pursuant The parties hereto, shall, to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds extent consistent with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the this Loan Purchase Agreement, and the delivery requirementstake such reasonable actions as may be necessary to ensure that, representations and warranties and the cure and repurchase obligations of GM Financial under the if this Loan Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined Agreement were deemed to create a security interest in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)Loans, such security interest would be a perfected security interest of first priority.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by Case Credit of the Case Purchased Contracts and assignment outrightthe Subsequent Case Receivables and any True Lease Equipment related to such Case Purchased Contracts or Subsequent Case Receivables, as the case may be, and not for securityas a lending transaction. The foregoing sale, of the Receivables assignment, transfer and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuerconveyance does not constitute, and that the Receivables and the Other Conveyed Property shall is not be intended to result in a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency creation or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Case Purchased Contract or any Subsequent Case Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of Case Credit or any other Person in connection with the SellerCase Purchased Contracts or the Subsequent Case Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefitting the Obligors under such Leases. In If (but only to the event extent) that such conveyance the transfer of the Case Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder Case Credit shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the Seller’s Case Credit's right, title and interest in and to the following property for Case Assets. Such security interest shall secure all of Case Credit's obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)law.

Intention of the Parties. The execution and delivery It is the express intent of this Agreement each of the parties hereto that the transactions hereunder shall constitute an acknowledgment absolute and irrevocable assignments (by way of capital contribution) of the Devices and the Related Customer Leases by each Originator to its Related Lessee (such that the Devices and the Related Customer Leases, other than those, if any, subsequently (i) repurchased by the Seller and Originators pursuant to the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, terms of the Receivables and Other Conveyed PropertyTransaction Documents or (ii) distributed to the Originators pursuant to Sections 2.6, for non-tax purposes2.7, conveying good title thereto free and clear 2.8 or 2.9, would not be property of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the SellerOriginator’s estate in the event of any Originator’s bankruptcy). As a bankruptcyprotective measure in the event that, reorganizationnotwithstanding the foregoing, arrangement, insolvency or liquidation proceeding, the conveyance of the Devices and the Related Customer Leases to the Lessees is recharacterized by any third party as a pledge or other proceeding under any federal or State bankruptcy or similar lawgrant of security securing a loan, or the occurrence of another similar event, each Originator does hereby grant to its Related Lessee as of, or with respect to (x) in the Seller. In case of the event that such conveyance is determined to be made as security for a loan made by the IssuerLease Closing Date Devices and Lease Closing Date Customer Leases, the Noteholders or Lease Closing Date, (y) in the Certificateholder to the Sellercase of each Upgraded Device and Upgraded Customer Lease, the Seller hereby grants to Upgrade Date for the Issuer related Upgraded Device and (z) in the case of each Like-Kind Exchange Device, the Like-Kind Exchange Transfer Date for such Like-Kind Exchange Device, a security interest in all of the Sellersuch Originator’s now or hereafter existing right, title and interest in in, to and to under the following property for Devices and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, Related Customer Leases and agrees that this Agreement shall constitute a security agreement under applicable law (collectivelyLaw. Each Originator hereby authorizes its Related Lessee, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds MLS and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life Collateral Agent or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s their respective designees (i) Accountsto file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of such Originator’s rights in the Devices and Related Customer Leases now existing or hereafter arising in the name of such Originator and (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds extent permitted by the Servicing Agreement, to notify Customers of the assignment of the Devices and investments with respect to items (a) through (h)the Related Customer Leases pursuant hereto.

Intention of the Parties. The execution and delivery It is the intention of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer contemplated herein contemplated and by the Conveyances shall constitute (and shall be construed and treated for all purposes, other than for U.S. federal, state, or local income Tax purposes, as) a true and complete sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposesWellbore Interests as described in the Conveyances, conveying good title Defensible Title thereto from Seller to Issuer free and clear of any LiensEncumbrances, from other than Permitted Encumbrances (rather than the Seller grant of a security interest to the Issuersecure a debt or other obligation of Seller), and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title title, and interest in and to the following property for the benefit of the Wellbore Interests vested in Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, at Closing and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables prior to any and all moneys received thereon after the Cutoff Date; rights arising thereafter of all other Persons (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables including lien creditors, secured lenders, purchasers, and any other Person) claiming by or through Seller. However, Seller hereby grants to Issuer a first priority perfected security interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s 's right, title and interest in its rights in, to and benefits, but none of its obligations or burdens, under the Purchase Wellbore Interests assigned to Issuer pursuant to the Conveyances in case such Conveyances are deemed to be a pledge to secure a loan (in spite of the express intent of the Parties). Contemporaneously with Closing, Seller shall execute, acknowledge and deliver to Issuer a Precautionary Wellbore Interest Deed of Trust, Mortgage, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement, substantially in the form attached hereto as Exhibit G (a "Precautionary Mortgage") describing the Wellbore Interests as collateral, and such Precautionary Mortgage shall be recorded in the local land records where the ▇▇▇▇▇ are located. Promptly following the written request of Seller at any time after the Closing and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Precautionary Mortgage and Conveyances, Issuer shall (at the cost and expense of Seller’s (i) Accountsdeliver such releases and similar instruments as are reasonably requested by Seller for purposes of evidencing that the Precautionary Mortgage is not, (ii) Chattel Paperor is no longer, (iii) Documentsan Encumbrance on or affecting any Excluded Asset or, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)applicable, any Repurchased Interest.

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement shall constitute an acknowledgment by of the Seller Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and the Issuer that they intend that the assignment all Related Rights be construed as a valid and transfer herein contemplated constitute a perfected sale and absolute assignment outright, and not for security, (without recourse except as provided herein) of the such Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Related Rights by such Originator to the Issuer, Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Other Conveyed Property shall not Buyer be a part prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the Seller’s estate parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the event UCC, and all Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence conveyance of another similar event, of, or with respect such Receivables and Related Rights that is prior to the Seller. In rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the event intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC and (ii) such conveyance is determined Originator shall be deemed to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder have granted to the SellerBuyer as of the date of this Agreement, the Seller and such Originator hereby grants to the Issuer Buyer, a security interest in in, to and under all of the Sellersuch Originator’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to: (collectively, the “Sale and Servicing Agreement Collateral”): (aA) the Receivables and the Related Rights now existing and hereafter created by such Originator transferred or purported to be transferred hereunder, (B) all moneys monies due or to become due and all amounts received thereon after the Cutoff Date; with respect thereto and (bC) the security interests in the Financed Vehicles granted by Obligors pursuant all books and records of such Originator to the Receivables and extent related to any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)foregoing.

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement shall constitute an acknowledgment by of the Seller and Receivables, including without limitation, all Receivables, if any, constituting accounts or general intangibles each as defined in the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outrightUCC, and not for security, all Related Rights be construed as a valid and perfected sale or contribution and absolute assignment (without recourse except as provided herein) of the such Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Related Rights by such Originator to the Issuer, Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Other Conveyed Property shall not Buyer be a part prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the Seller’s estate parties, any conveyance of Receivables, including without limitation any Receivables constituting accounts or general intangibles each as defined in the event UCC, and all Related Rights is not construed to be both a valid and perfected sale or contribution and absolute assignment of such Receivables and Related Rights, and a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence conveyance of another similar event, of, or with respect such Receivables and Related Rights that is prior to the Seller. In rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the event intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC and (ii) such conveyance is determined Originator shall be deemed to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder have granted to the SellerBuyer as of the date of this Agreement, the Seller and such Originator hereby grants to the Issuer Buyer a security interest in in, to and under all of the Sellersuch Originator’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to: (collectively, the “Sale and Servicing Agreement Collateral”): (aA) the Receivables and the Related Rights now existing and hereafter created by such Originator transferred or purported to be transferred hereunder, (B) all moneys monies due or to become due and all amounts received thereon after the Cutoff Date; with respect thereto and (bC) the security interests in the Financed Vehicles granted by Obligors pursuant all books and records of such Originator to the Receivables and extent related to any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h).foregoing. ARTICLE II

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the EFIT Receivables and the EFIT Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the EFIT Receivables and the EFIT Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Agreement Collateral”): (a1) the EFIT Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the EFIT Receivables and any other interest of the Seller in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the EFIT Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the EFIT Receivables; (d4) any proceeds from any EFIT Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or Direct Lender Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Direct Lender Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g6); and (i) 8) all proceeds and investments with respect to items (a1) through (h7).

Intention of the Parties. The execution (a) It is the intention of the parties hereto that, other than for federal, state and delivery local income, single business or franchise tax purposes, the transfers and assignments of the Conveyed Assets and the other Collateral on the Closing Date constitute an absolute sale of the Conveyed Assets (and the parties hereto agree to treat the transfer of the Conveyed Assets as an absolute sale rather than a secured financing for accounting purposes) such that (i) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Loan Seller any Conveyed Assets transferred by the Loan Seller to the Purchaser or disregard the separateness of the Purchaser or the Issuing Entity from the Loan Seller and (ii) the transfer of Conveyed Assets pursuant to this Agreement shall constitute an acknowledgment by comply with the Seller and the Issuer that they intend that requirements of 12 C.F.R. Section 360.6. (b) If the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables Loans and Other the other Conveyed PropertyAssets to the Purchaser pursuant to this Agreement, other than for non-federal, state and local income, single business or franchise tax purposes, conveying good title thereto free is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Loan Seller and clear the Purchaser intend that the rights and obligations of any Liens, from the Seller parties shall be established pursuant to the Issuerterms of this Agreement and the Sale and Servicing Agreement, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate that, in the event of a 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 such 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 Issuerproperty and proceeds thereof (including all Loans related property and all other Conveyed Assets), the Noteholders or the Certificateholder Loan Seller shall be deemed to have granted to the SellerPurchaser as of the Closing Date, the Seller hereby grants to the Issuer a first priority security interest in all of the Seller’s entire right, title and interest of such Person in and to such property and the following property for proceeds thereof. In such event, with respect to such property, this Agreement and the benefit of the Issuer Secured PartiesSale and Servicing Agreement, whether now owned or existing or hereafter acquired or arisingshall constitute, and this Agreement shall constitute hereby is deemed by the parties to be, a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles;law. (c) any proceeds and It is the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation intention of the Receivables; parties hereto that for federal, state and local income, single business and franchise tax purposes, the Notes will be treated as indebtedness of the Issuing Entity secured by the Collateral. It is the intention of the parties that for federal, state and local income, single business and franchise tax purposes, the Issuing Entity will not be treated as an association (dor publicly-traded partnership) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement taxable as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)corporation.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by the Purchaser and a sale by the Originator of the Purchased Contracts and assignment outrightthe Subsequent Receivables and any True Lease Equipment related to such Purchased Contracts or Subsequent Receivables, as the case may be, and not for securityas a lending transaction. The foregoing sale, of the Receivables assignment, transfer and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuerconveyance does not constitute, and that is not intended to result in a creation or assumption by the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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, Purchaser of, any obligation or liability with respect to any Purchased Contract or any Subsequent Receivables, nor shall the SellerPurchaser be obligated to perform or otherwise be responsible for any obligation of the Originator or any other Person in connection with the Purchased Contracts or the Subsequent Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that the Purchaser accepts any Contracts that are Leases subject to (and assumes) the covenants benefitting the Obligors under such Leases. In If (but only to the event extent) that such conveyance the transfer of the First-Tier Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder Originator shall be deemed hereunder to have granted to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s Originator's right, title and interest in and to the following property for the benefit First-Tier Assets. Such security interest shall secure all of the Issuer Secured PartiesOriginator's obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. The Purchaser shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to Purchaser under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)law.

Intention of the Parties. The execution and delivery of this Agreement [or any Subsequent Transfer Agreement] shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Issuer, the Noteholders or the Certificateholder Certificateholder[s] to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement [and each Subsequent Transfer Agreement] shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (ai) the [Initial] Receivables and all moneys received thereon after the [Initial] Cutoff DateDate [and the Subsequent Receivables and all moneys received thereon after the related Subsequent Cutoff Date (excluding any Supplemental Servicing Fees)]; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (div) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement [and each Subsequent Purchase Agreement], and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial AmeriCredit under the Purchase Agreement [and each Subsequent Purchase Agreement]; (hviii) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (gvii); and (iix) all proceeds and investments with respect to items (ai) through (hviii).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1 (collectively, the “Sale and Servicing Agreement Collateral”): (ai) the Receivables and all moneys received thereon after the Cutoff Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (div) any proceeds from any Receivable repurchased by a Dealer or Direct Lender pursuant to a the related Dealer Agreement or Direct Lender Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Direct Lender Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial Exeter under the Purchase Agreement; (hviii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of the Representation Provider under the Sale Agreement; (ix) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (gviii); and (ix) all proceeds and investments with respect to items (ai) through (hix).

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by CNHCA of the CNHCA Purchased Contracts and assignment outrightthe Subsequent CNHCA Receivables and any True Lease Equipment related to such CNHCA Purchased Contracts or Subsequent CNHCA Receivables, as the case may be, and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHCA under the Bankruptcy Code, reorganizationsuch CNHCA Purchased Contracts, arrangementSubsequent CNHCA Receivables and True Lease Equipment would not be property of CNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, insolvency (ii) the bankruptcy court would not compel the turnover of such CNHCA Purchased Contracts, Subsequent CNHCA Receivables and True Lease Equipment or liquidation proceedingcollections thereon by CNHCR to CNHCA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such CNHCA Purchased Contracts, Subsequent CNHCA Receivables and True Lease Equipment not in the possession of CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or other proceeding under any federal or State bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any CNHCA Purchased Contract or any Subsequent CNHCA Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHCA or any other Person in connection with the SellerCNHCA Purchased Contracts or the Subsequent CNHCA Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. In If (but only to the event that such conveyance extent that) the transfer of the CNHCA Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHCA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHCA’s right, title and interest in and to the following property for CNHCA Assets. Such security interest shall secure all of CNHCA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)law.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by CNHCA of the [Purchased Contracts and assignment outright, the Subsequent CNHCA] Receivables and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHCA under the Bankruptcy Code, reorganization(i) such [Purchased Contracts and Subsequent CNHCA] Receivables would not be property of CNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, arrangement(ii) the bankruptcy court would not compel the turnover of such [Purchased Contracts and Subsequent CNHCA] Receivables or collections thereon by CNHCR to CNHCA under Section 542 of the Bankruptcy Code, insolvency and (iii) the bankruptcy court would determine that payments on such [Purchased Contracts and Subsequent CNHCA] Receivables not in the possession of CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any [Purchased Contracts or any Subsequent CNHCA] Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHCA or any other Person in connection with the Seller[Purchased Contracts or the Subsequent CNHCA] Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. In If (but only to the event that such conveyance extent that) the transfer of the Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHCA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHCA’s right, title and interest in and to the following property for Assets. Such security interest shall secure all of CNHCA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 [and Section 2.2], and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment assignments and transfer transfers herein contemplated constitute a sale sales and assignment assignments outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of a 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 any such conveyance is determined to be made as security for a loan made by the Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s 's right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing "Purchase Agreement Collateral”"): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) all rights of the Seller against Dealers under the related Dealer Agreements, including any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors Obligors, including any Collateral Insurance, and any proceeds from the liquidation of the Receivables; (d) all rights of the Seller against Dealers under the related Dealer Agreements, including, without limitation, any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all the Seller's interest in the Lockbox Account in respect of any proceeds of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase AgreementReceivables on deposit therein; (h) all of the Seller’s 's (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g)) above; and (i) all proceeds and investments investments, present and future claims, demands, causes of action 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 thereof, voluntary or involuntary, into cash or other liquid property, all accounts, accounts receivable, general intangibles, chattel paper, documents, money, investment property, deposit accounts, letters of credit, letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, 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 with respect to items (a) through (h)) above.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (a1) the [Initial] Receivables and all moneys received thereon after the [Initial] Cutoff Date [and the Subsequent Receivables and all moneys received after the applicable Subsequent Cutoff Date]; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d4) any proceeds received from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g6); and (i) 8) all proceeds and investments with respect to items (a1) through (h7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (ai) the Receivables and all moneys received thereon after the Cutoff Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (div) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial Exeter under the Purchase Agreement; (hviii) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (gvii); and (iix) all proceeds and investments with respect to items (ai) through (hviii).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller Transferor and the Issuer Transferee that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposesAssets, conveying good title thereto free and clear of any Liens, from the Seller Transferor to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 SellerTransferee. In the event that such conveyance is determined to be made as security for a loan made by the IssuerTransferee to Transferor, the Noteholders or the Certificateholder to the Seller, the Seller Transferor hereby grants to the Issuer Transferee a security interest in all of the SellerTransferor’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Contribution Agreement Collateral”):). (a1) the Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Transferor in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d4) any proceeds from any Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or Direct Lender Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Direct Lender Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g7) all of the SellerTransferor’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and including the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial Exeter under the Purchase Agreement; (h8) all of the Transferor’s rights and benefits, but none of its obligations or burdens, under the Sale Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of the Representation Provider under the Sale Agreement; (9) all of the SellerTransferor’s rights and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of Exeter and the Seller under the Sale and Servicing Agreement; (10) all of the rights to all of the Transferor’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g9); and (i11) all proceeds and investments with respect to items (a1) through (h10).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller Depositor and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Depositor to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s Depositor's estate in the event of a receivership, 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 SellerDepositor. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder Certificateholders to the SellerDepositor, the Seller Depositor hereby grants to the Issuer a security interest in all of the Seller’s Depositor's right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “"Sale and Servicing Agreement Collateral”"): (ai) the Receivables and all moneys received thereon after the Cutoff DateDate (excluding any Supplemental Servicing Fees); (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Depositor in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors Obligors, including Collateral Insurance, and any proceeds from the repossession or liquidation of the Receivables; (div) all rights of the Depositor against Dealers under the related Dealer Agreements, including any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) the Depositor's interest in the Lockbox Account in respect of any proceeds on the Receivables on deposit therein; (viii) all of the Seller’s Depositor's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, Agreement and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial United Auto under the Purchase Agreement; (hix) all of the Seller’s Depositor's (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (g)viii) above; and (ix) all proceeds and investments investments, present and future claims, demands, causes of action 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 thereof, voluntary or involuntary, into cash or other liquid property, all accounts, accounts receivable, general intangibles, chattel paper, documents, money, investment property, deposit accounts, letters of credit, letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, 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 with respect to items (ai) through (h)ix) above.

Intention of the Parties. The execution and delivery (a) It is the express intent of this Agreement shall constitute an acknowledgment the parties hereto that the conveyance by the Seller Sponsor to the Purchaser pursuant to this Loan Purchase Agreement of the Initial Loans (including any Additional Balances) be, and the Issuer that they intend that the assignment and transfer herein contemplated constitute a be construed as, an absolute sale and assignment outright, and not for security, of by the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Sponsor to the IssuerPurchaser. Further, and it is not intended that the Receivables and conveyance be deemed to be the Other Conveyed Property shall not be grant of a part of security interest in the Seller’s estate Initial Loans by the Sponsor to the Purchaser to secure a debt or other obligation. However, in the event that the Initial Loans are held to be property of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceedingthe Sponsor, or if for any reason this Loan Purchase Agreement is held or deemed to create a security interest in the Initial Loans, then (i) this Loan Purchase Agreement shall be a security agreement within the meaning of Article 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other proceeding under any federal or State bankruptcy or similar law, or applicable jurisdiction; (ii) the occurrence of another similar event, conveyances provided for in Section shall be a grant by the Sponsor to the Purchaser of, or with respect and the Sponsor does hereby grant to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the IssuerPurchaser, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the SellerSponsor’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesinterest, whether now owned or existing hereafter acquired, in and to (A) the Initial Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Loan Files and including any Eligible Substitute Loans; (B) all pool insurance policies, hazard insurance policies and bankruptcy bonds relating to the foregoing, (C) all amounts payable after the Cut-off Date to the holders of the Initial Loans in accordance with the terms thereof; (D) all income, payments, proceeds and products of the conversion, voluntary or hereafter acquired involuntary, of the foregoing into cash, instruments, securities or arisingother property; (E) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and this Agreement oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and (F) all proceeds of any of the foregoing; (iii) the possession or control by the Purchaser or any other agent of the Purchaser of any of the foregoing property shall constitute be deemed to be possession or control by the secured party, or possession or control by a purchaser, for purposes of perfecting the security agreement interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-104, 9-106, 9-313 or 9-314 thereof); and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Purchaser, as applicable, for the purpose of perfecting such security interest under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date;law. (b) the security interests in the Financed Vehicles granted by Obligors pursuant The parties hereto, shall, to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds extent consistent with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the this Loan Purchase Agreement, and the delivery requirementstake such reasonable actions as may be necessary to ensure that, representations and warranties and the cure and repurchase obligations of GM Financial under the if this Loan Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined Agreement were deemed to create a security interest in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)Loans, such security interest would be a perfected security interest of first priority.

Intention of the Parties. The execution (a) It is the express intent of each Originator and delivery of the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement shall constitute an acknowledgment by of the Seller and Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outrightUCC, and not for security, all Related Rights be construed as a valid and perfected sale (or contribution) and absolute assignment (without recourse except as expressly provided herein) of the such Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Related Rights by such Originator to the Issuer, Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Other Conveyed Property shall not Buyer be a part prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the Seller’s estate parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the event UCC, and all Related Rights is not construed to be both a valid and perfected sale (or contribution) and absolute assignment of such Receivables and Related Rights, and a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence conveyance of another similar event, of, or with respect such Receivables and Related Rights that is prior to the Seller. In rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the event intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC and (ii) such conveyance is determined Originator shall be deemed to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder have granted to the SellerBuyer as of the date of this Agreement, the Seller and such Originator hereby grants to the Issuer Buyer a security interest in in, to and under all of the Sellersuch Originator’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date;Related Rights now existing and hereafter created by such Originator transferred or purported to be transferred hereunder, which security interest shall secure the obligations of such Originator under this Agreement. (b) It is the security interests in express intent of each Party to this Agreement to treat, for U.S. federal income tax purposes, (i) each conveyance to the Financed Vehicles granted Buyer by Obligors pursuant to the Originators, other than the Contributing Originator, as sales of the Receivables and any other interest of the Seller in Related Rights by such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect Originator to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, Buyer; (ii) Chattel Papereach conveyance by the Contributing Originator to the Buyer, as a contribution of the Contributed Receivables and Related Rights by the Contributing Originator to the Buyer; (iii) Documents, to treat the Buyer as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701 3 for U.S. federal income tax purposes that is wholly owned by a “United States person” (within the meaning of Section 7701(a)(30) of the Code); and (iv) Instruments and (v) General Intangibles (to treat the Subordinated Notes as such terms are defined in indebtedness. Each Party agrees, unless otherwise required by Applicable Law, not to take any position inconsistent with the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)foregoing for tax reporting purposes.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the EFLLC Receivables and the EFLLC Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the EFLLC Receivables and the EFLLC Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (a1) the EFLLC Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the EFLLC Receivables and any other interest of the Seller in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the EFLLC Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the EFLLC Receivables; (d4) any proceeds from any EFLLC Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or Direct Lender Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Direct Lender Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g6); and (i) 8) all proceeds and investments with respect to items (a1) through (h7).

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement shall constitute an acknowledgment by of the Seller Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and the Issuer that they intend that the assignment all Related Rights be construed as a valid and transfer herein contemplated constitute a perfected sale and absolute assignment outright, and not for security, (without recourse except as provided herein) of the such Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Related Rights by such Originator to the Issuer, Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Other Conveyed Property shall not Buyer be a part prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the Seller’s estate parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the event UCC, and all Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence conveyance of another similar event, of, or with respect such Receivables and Related Rights that is prior to the Seller. In rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the event intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC and (ii) such conveyance is determined Originator shall be deemed to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder have granted to the SellerBuyer as of the date of this Agreement, the Seller and such Originator hereby grants to the Issuer Buyer and the Administrative Agent (as assignee of the Buyer for the benefit of the Secured Parties), a security interest in in, to and under all of the Sellersuch Originator’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to: (collectively, the “Sale and Servicing Agreement Collateral”): (aA) the Receivables and the Related Rights now existing and hereafter created by such Originator transferred or purported to be transferred hereunder, (B) all moneys monies due or to become due and all amounts received thereon after the Cutoff Date; with respect thereto and (bC) the security interests in the Financed Vehicles granted by Obligors pursuant all books and records of such Originator to the Receivables and extent related to any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)foregoing.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):") (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (gf); and (ih) all proceeds and investments with respect to items (a) through (hg).

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, 100% ownership interest in the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat each transaction for Federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. Moreover, the arrangement under which the Mortgage Loans are held shall be consistent with classification of such arrangement as a grantor trust in the event it is not found to represent direct ownership of the Mortgage Loans. The execution Purchaser shall have the right to review the Mortgage Loans and delivery the related Mortgage Loan Files to determine the characteristics of the Mortgage Loans which shall affect the Federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review. The Purchaser and the Seller acknowledge and agree that the purpose of Sections 4(aa), 5(g), 6(r), 9(b), 29(a)(iv) and 28(c) of this Agreement shall constitute an acknowledgment is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the Issuer rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that they intend required under the Securities Act). The Seller acknowledges that interpretations of the assignment and transfer herein contemplated constitute a sale and assignment outrightrequirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller agrees to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 comply with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan requests made by the IssuerPurchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Noteholders Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the Certificateholder good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. The Purchaser (including any of its assignees or designees) shall cooperate with the Seller hereby grants by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to the Issuer a security interest in all of the Seller’s rightinformation required, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant Purchaser’s reasonable judgment, to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds comply with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)Regulation AB.

Intention of the Parties. (a) The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a1) the Initial Receivables and the Subsequent Receivables and all moneys received thereon after the Initial Cutoff Date or the related Subsequent Cutoff Date;, as applicable, (b2) the Initial Other Conveyed Property and the Subsequent Other Conveyed Property conveyed to Purchaser by Seller, including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; , (cb) any proceeds and the right to receive any proceeds with respect to the Initial Receivables and the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables and the Subsequent Receivables; , (dc) any proceeds from any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; , (d) any proceeds from any Receivable repurchased by 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 Auto Loan Purchase and Sale Agreement, (e) all rights under any Service Contracts on the related Financed Vehicles; , (f) the related Receivable Files; Receivables Files and (g) the proceeds of any and all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement;foregoing, (h3) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments Instruments, and (ve) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (a1) through and (g2); , and (i4) all proceeds and investments with respect to items (a1), (2), and (3) through above. (h)b) This Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the [Seller] Receivables and the [Seller] Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the [Seller] Receivables and the [Seller] Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Agreement Collateral”): (a1) the [Seller] Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the [Seller] Receivables and any other interest of the Seller in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the [Seller] Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the [Seller] Receivables; (d4) any proceeds from any [Seller] Receivable repurchased by a Dealer pursuant to a Dealer Agreement or as a result of a breach of representation or warranty in the related Dealer Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g6); and (i) 8) all proceeds and investments with respect to items (a1) through (h7).

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Company that each conveyance by such Originator to the Company pursuant to this Agreement shall constitute an acknowledgment of any Receivables and Related Rights, including, without limitation, all Receivables, if any, constituting “general intangibles” (as defined in the UCC), and all Related Rights be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Seller Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and the Issuer that they intend that the assignment right, title and transfer herein contemplated constitute a sale interest in and assignment outrightto such Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that certain terms used under Article 9 of the UCC as enacted in the State of New York and any other applicable jurisdiction (without distinguishing the applicable jurisdiction, “Article 9”) for secured loan transactions also apply to outright sales of receivables, including “debtor,” “secured party,” and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not for security, affect the nature of the outright sale of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from by the Seller Originators to the IssuerCompany. Thus, under the Article 9 drafting convention, the outright sale of the Receivables may be described as a transaction by which the Originators have granted to the Company a security interest in, among other things, the Receivables. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables and Related Rights, including, without limitation, any Receivables constituting “accounts” or “general intangibles” (as defined in the UCC) hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then, it is the intent of such Originator and the Company that (i) this Agreement also shall be deemed to be, and that hereby is, a security agreement within the Receivables and the Other Conveyed Property shall not be a part meaning of the Seller’s estate in the event of a 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 UCC; and (ii) such Originator shall be deemed to have granted to the Seller. In Company as of the event that date of this Agreement, and such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller Originator hereby grants to the Issuer Company, a security interest in in, to and under, all of the Sellersuch Originator’s right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured PartiesRelated Rights transferred or purported to be transferred hereunder, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted created by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)Originator.

Intention of the Parties. (a) The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate 's estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s 's right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”"COLLATERAL"): (a1) the Receivables and all moneys received thereon after the Cutoff Date;, (b2) the Other Conveyed Property conveyed to Purchaser by Seller pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; , (cb) any proceeds and the right to receive any proceeds with respect to the Receivables and the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; , (dc) any proceeds from any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; , (d) any proceeds from any Receivable repurchased by 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 Auto Loan Purchase and Sale Agreement, (e) all rights under any Service Contracts on the related Financed Vehicles; , (f) the related Receivable Files;Receivables Files and (g) the proceeds of any and all of the foregoing, (g3) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; 's (h) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments Instruments, and (ve) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (a1) through and (g2); , and (i4) all proceeds and investments with respect to items (a1), (2), and (3) through above. (h)b) This Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The execution and delivery of this Agreement [or any Subsequent Transfer Agreement] shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement [and each Subsequent Transfer Agreement] shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (ai) the [Initial] Receivables and all moneys received thereon after the [Initial] Cutoff DateDate [and the Subsequent Receivables and all moneys received thereon after the related Subsequent Cutoff Date (excluding any Supplemental Servicing Fees)]; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (div) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement [and each Subsequent Purchase Agreement], and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial AmeriCredit under the Purchase Agreement [and each Subsequent Purchase Agreement]; (hviii) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (gvii); and (iix) all proceeds and investments with respect to items (ai) through (hviii).

Intention of the Parties. The execution and delivery of Notwithstanding paragraph 38 below, the parties intend that this Agreement constitutes a lease of the Residence with an Option to Purchase according to the terms set forth in this Agreement for the purposes of Applicable Law (excluding Federal, state and local income tax laws). Accordingly, to the extent any party seeks to recharacterize this Agreement in a court of competent jurisdiction, this provision shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, admissible evidence of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part intention of the Seller’s estate in parties that this be treated solely as a lease of the event of a bankruptcyResidence with an Option to Purchase for all purposes except Federal, 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 Sellerstate and local income tax laws. In the event that such conveyance is it was determined by a court of competent jurisdiction that this Agreement constitutes a mortgage loan or other form of financing secured by an interest in the Residence, then the parties agree that the ownership of the Residence and Property by the Landlord shall be deemed to be made as a pledge of, and grant of security for a loan made interest in, the Residence and Property by the IssuerResident to secure a debt, which debt will be equal to the Program Balance and any Related Purchase Amount, together with interest thereon from and after the date the Resident failed to make payments as required under this Agreement at the rate per annum not to exceed the rate permitted by Applicable Law. Further, this Agreement together with ▇▇▇▇▇▇▇▇’s fee title to the Residence and the Property shall constitute a security agreement, mortgage, deed of trust or other form of document creating a security interest in the Residence and the Property within the meaning of Applicable Law of the State as in effect from time to time, and in consideration for the purchase and acquisition of the Residence and the Property by the Landlord, the Noteholders or the Certificateholder to the Seller, the Seller Resident hereby grants to the Issuer Landlord a security interest in all of the SellerResident’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesinterest, legal or equitable, whether now owned or existing or hereafter acquired or arisingacquired, in and to the Residence and the Property and all interests of the Resident therein arising from time to time. The obligations secured by such security interest are the obligations to pay the Program Balance and any Related Purchase Amount, together with interest thereon, on demand from Landlord (which obligation Resident hereby agrees to pay to Landlord). Resident agrees to execute if required by Applicable Law, and authorizes Landlord to file and record, a memorandum of lease reflecting this Agreement and/or another security instrument (a deed of trust or mortgage, depending on the State) regarding all or any part of this Agreement and Residence and any Uniform Commercial Code financing statements as Landlord shall constitute deem appropriate in order to perfect the security interest granted hereunder; provided such memorandum of lease may be filed without the signature of Resident where permitted by Applicable Law. Upon the occurrence of an Event of Default under this Agreement, and in the event a court of competent jurisdiction shall have held that this Agreement constitutes a mortgage loan, deed of trust or other form of document creating a security agreement under applicable law (collectivelyinterest in real property, then the obligation to pay the Program Balance and any Related Purchase Amount, will at the option of the Landlord become immediately due and payable. Further, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and Landlord shall have the right to receive proceeds with respect to foreclose and force the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation sale of the Receivables; (d) Residence and the Property by judicial proceeding, or without any proceeds from any Receivable repurchased judicial proceeding if so provided by Applicable Law. In the event a Dealer pursuant court of competent jurisdiction was to a Dealer recharacterize this Agreement as a result mortgage, the Landlord shall be permitted to appoint a trustee with the power of sale for this purpose. Landlord may substitute a breach different person or entity as trustee if required by Applicable Law or for any other reason. Any delay in exercising this right will not constitute a waiver of representation or warranty in default by the related Dealer Agreement; (e) Landlord. The Landlord will have the right to pursue all rights under any Service Contracts on remedies for the related Financed Vehicles; (f) the related Receivable Files; (g) all collection of the Seller’s rightamounts owing under this Agreement that are provided for by Applicable Law, title and interest whether or not such remedies are expressly granted in its rights and benefits, but none of its obligations or burdens, under the Purchase this Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)including without limitation foreclosure proceedings.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (a) the [Initial] Receivables and all moneys received thereon after the [Initial] Cutoff Date [and the Subsequent Receivables and all moneys received thereon after the applicable Subsequent Cutoff Date]; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds received from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (gf); and (ih) all proceeds and investments with respect to items (a) through (hg).

Intention of the Parties. The execution It is the intention of the parties hereto that each transfer and delivery of assignment contemplated by this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a absolute sale and assignment outright, and not for security, contribution of the related Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, Issuer and that the related Receivables and the Other Conveyed Property shall not be a part of the Seller’s 's estate or otherwise be considered property of the Seller in the event of a the bankruptcy, reorganizationreceivership, arrangementinsolvency, insolvency liquidation, conservatorship or liquidation proceedingsimilar proceeding relating to the Seller or any of its property. Except as set forth below, it is not intended that any amounts available for reimbursement of Receivables be deemed to have been pledged by the Seller to the Issuer or the Indenture Trustee to secure a debt or other proceeding under any federal or State bankruptcy or similar law, or the occurrence obligation of another similar event, of, or with respect to the Seller. In the event that such conveyance (A) the purchase of Receivables by the Issuer is determined deemed by a court or applicable regulatory, administrative or other governmental body contrary to the express intent of the parties to constitute a pledge rather than a sale and contribution of the Receivables or (B) if amounts available now or in the future for reimbursement of any Aggregate Receivables are held to be made as security for property of the Seller or a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, or (C) if for any reason this Agreement is held or deemed to be a financing or some other similar arrangement or agreement, then (i) this Agreement is and shall be a security agreement within the Seller hereby grants meaning of Articles 8 and 9 of the Relevant UCC; (ii) the Issuer shall be treated as having a first priority, perfected security interest in and to, and lien on, the Receivables transferred and assigned to the Issuer hereunder; (iii) the agreement of the Seller hereunder to sell, assign, convey and transfer the Receivables shall be a grant by the Seller to the Issuer of a security interest in all of the Seller’s right's right (including the power to convey title thereto), title title, and interest in and to the following property for the benefit of the Issuer Secured Partiesinterest, whether now owned or existing hereafter acquired, in and to (A) all amounts reimbursable now or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted future by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds or with respect to the Receivables and (B) any and all general intangibles consisting of, arising from claims on or relating to any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all such amounts from any Receivable repurchased time to time held or invested in accounts maintained by a Dealer pursuant to a Dealer Agreement as a result or on behalf of a breach the Seller or by or on behalf of representation or warranty the REMIC Trusts, whether in the related Dealer Agreement; (e) all rights under any Service Contracts on form of cash, instruments, securities or other property. The possession by the related Financed Vehicles; (f) the related Receivable Files; (g) all Issuer or its agent of the Seller’s rightnotes and such other goods, title and interest in its rights and benefitsmoney, but none documents or such other items of its obligations property as constitute instruments, money, negotiable documents or burdens, under the Purchase Agreementchattel paper, and the delivery requirementsfiling of Form UCC-1, representations shall be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Relevant UCC of any applicable jurisdiction; and warranties notifications to persons holding such property, and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accountsacknowledgments, (ii) Chattel Paperreceipts or confirmations from persons holding such property, (iii) Documentsshall be notifications to, (iv) Instruments and (v) General Intangibles or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of any such terms are defined in holder for the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)purpose of perfecting such security interest under applicable law.

Intention of the Parties. The execution and delivery of SAMPLE Notwithstanding paragraph 38 below, the parties intend that this Agreement constitutes a lease of the Residence with an Option to Purchase according to the terms set forth in this Agreement for the purposes of Applicable Law (excluding Federal, state and local income tax laws). Accordingly, to the extent any party seeks to recharacterize this Agreement in a court of competent jurisdiction, this provision shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, admissible evidence of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part intention of the Seller’s estate in parties that this be treated solely as a lease of the event of a bankruptcyResidence with an Option to Purchase for all purposes except Federal, 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 Sellerstate and local income tax laws. In the event that such conveyance is it was determined by a court of competent jurisdiction that this Agreement constitutes a mortgage loan or other form of financing secured by an interest in the Residence, then the parties agree that the ownership of the Residence and Property by the Landlord shall be deemed to be made as a pledge of, and grant of security for a loan made interest in, the Residence and Property by the IssuerResident to secure a debt, which debt will be equal to the Program Balance and any Related Purchase Amount, together with interest thereon from and after the date the Resident failed to make payments as required under this Agreement at the rate per annum not to exceed the rate permitted by Applicable Law. Further, this Agreement together with Landlord’s fee title to the Residence and the Property shall constitute a security agreement, mortgage, deed of trust or other form of document creating a security interest in the Residence and the Property within the meaning of Applicable Law of the State as in effect from time to time, and in consideration for the purchase and acquisition of the Residence and the Property by the Landlord, the Noteholders or the Certificateholder to the Seller, the Seller Resident hereby grants to the Issuer Landlord a security interest in all of the SellerResident’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesinterest, legal or equitable, whether now owned or existing or hereafter acquired or arisingacquired, in and to the Residence and the Property and all interests of the Resident therein arising from time to time. The obligations secured by such security interest are the obligations to pay the Program Balance and any Related Purchase Amount, together with interest thereon, on demand from Landlord (which obligation Resident hereby agrees to pay to Landlord). Resident agrees to execute if required by Applicable Law, and authorizes Landlord to file and record, a memorandum of lease reflecting this Agreement and/or another security instrument (a deed of trust or mortgage, depending on the State) regarding all or any part of this Agreement and Residence and any Uniform Commercial Code financing statements as Landlord shall constitute deem appropriate in order to perfect the security interest granted hereunder; provided such memorandum of lease may be filed without the signature of Resident where permitted by Applicable Law. Upon the occurrence of an Event of Default under this Agreement, and in the event a court of competent jurisdiction shall have held that this Agreement constitutes a mortgage loan, deed of trust or other form of document creating a security agreement under applicable law (collectivelyinterest in real property, then the obligation to pay the Program Balance and any Related Purchase Amount, will at the option of the Landlord become immediately due and payable. Further, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and Landlord shall have the right to receive proceeds with respect to foreclose and force the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation sale of the Receivables; (d) Residence and the Property by judicial proceeding, or without any proceeds from any Receivable repurchased judicial proceeding if so provided by Applicable Law. In the event a Dealer pursuant court of competent jurisdiction was to a Dealer recharacterize this Agreement as a result mortgage, the Landlord shall be permitted to appoint a trustee with the power of sale for this purpose. Landlord may substitute a breach different person or entity as trustee if required by Applicable Law or for any other reason. Any delay in exercising this right will not constitute a waiver of representation or warranty in default by the related Dealer Agreement; (e) Landlord. The Landlord will have the right to pursue all rights under any Service Contracts on remedies for the related Financed Vehicles; (f) the related Receivable Files; (g) all collection of the Seller’s rightamounts owing under this Agreement that are provided for by Applicable Law, title and interest whether or not such remedies are expressly granted in its rights and benefits, but none of its obligations or burdens, under the Purchase this Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)including without limitation foreclosure proceedings.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (a1) the [Initial] Receivables and all moneys received thereon after the [Initial] Cutoff Date [and the Subsequent Receivables and all moneys received after the applicable Subsequent Cutoff Date]; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d4) any proceeds received from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g6); and (i) 8) all proceeds and investments with respect to items (a1) through (h7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller Transferor and the Issuer Transferee that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposesAssets, conveying good title thereto free and clear of any Liens, from the Seller Transferor to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 SellerTransferee. In the event that such conveyance is determined to be made as security for a loan made by the IssuerTransferee to Transferor, the Noteholders or the Certificateholder to the Seller, the Seller Transferor hereby grants to the Issuer Transferee a security interest in all of the SellerTransferor’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Contribution Agreement Collateral”):). (a1) the Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Transferor in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d4) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g7) all of the SellerTransferor’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and including the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial Exeter under the Purchase Agreement; (h8) [all of the Transferor’s rights and benefits, but none of its obligations or burdens, under the Sale Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of the Representation Provider under the Sale Agreement;] (9) all of the SellerTransferor’s rights and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of Exeter and the Seller under the Sale and Servicing Agreement; (10) all of the rights to all of the Transferor’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g9); and (i11) all proceeds and investments with respect to items (a1) through (h10).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (ai) the Receivables and all moneys received thereon after the Cutoff Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (div) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller’s rights under the Purchase Agreement[ and each Subsequent Purchase Agreement], and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial AmeriCredit under the Purchase Agreement[ and each Subsequent Purchase Agreement]; (hviii) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (gvii); and (iix) all proceeds and investments with respect to items (ai) through (hviii).

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed PropertyRelated Rights, for non-tax purposesincluding without limitation, conveying good title thereto free all Receivables, if any, constituting general intangibles as defined in the UCC, and clear all Related Rights be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of any Liens, from the Seller such Receivables and Related Rights by such Originator to the Issuer, Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Other Conveyed Property shall not Buyer be a part prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that certain terms used under Article 9 of the Seller’s estate UCC as enacted in the event State of a bankruptcyNew York and any other applicable jurisdiction (without distinguishing the applicable jurisdiction, reorganization“Article 9”) for secured loan transactions also apply to outright sales of receivables, 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 including “debtor,” “secured party,” and “security interest,” which applies to the Sellerbuyer’s outright ownership interest. In Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not affect the event that such nature of the outright sale of the Receivables by the Originators to the Buyer. Thus, under the Article 9 drafting convention, the outright sale of the Receivables may be described as a transaction by which the Originators have granted to the Buyer a security interest in, among other things, the Receivables. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables and Related Rights, including without limitation any Receivables constituting general intangibles, is determined not construed to be made as security for both a loan made by the Issuervalid and perfected sale and absolute assignment of such Receivables and Related Rights, the Noteholders or the Certificateholder and a conveyance of such Receivables and Related Rights that is prior to the Sellerrights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the Seller intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC; and (ii) such Originator shall be deemed to have granted to the Buyer as of the date of this Agreement, and such Originator hereby grants to the Issuer Buyer a security interest in in, to and under all of the Sellersuch Originator’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to: (collectively, the “Sale and Servicing Agreement Collateral”): (aA) the Receivables and the Related Rights now existing and hereafter created by such Originator transferred or purported to be transferred hereunder, (B) all moneys monies due or to become due and all amounts received thereon after the Cutoff Date; with respect thereto and (bC) the security interests in the Financed Vehicles granted by Obligors pursuant all books and records of such Originator to the Receivables and extent related to any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)foregoing.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):). (a1) the Receivables and all moneys received thereon after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d4) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e5) all rights under any Service Contracts on the related Financed Vehicles; (f6) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a1) through (g6); and (i) 8) all proceeds and investments with respect to items (a1) through (h7).

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement shall constitute an acknowledgment by of the Seller Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and the Issuer that they intend that the assignment all Related Rights be construed as a valid and transfer herein contemplated constitute a perfected sale and absolute assignment outright, and not for security, (without recourse except as provided herein) of the such Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Related Rights by such Originator to the Issuer, Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the such Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant Related Rights conveyed to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect Buyer be prior to the Receivables from claims on any physical damagerights of and ENFORCEABLE AGAINST ALL OTHER PERSONS AT ANY TIME, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; INCLUDING, WITHOUT LIMITATION, LIEN CREDITORS, SECURED LENDERS, PURCHASERS AND ANY PERSON CLAIMING THROUGH SUCH ORIGINATOR. HOWEVER, IF, CONTRARY TO THE MUTUAL INTENT OF THE PARTIES, ANY CONVEYANCE OF RECEIVABLES, INCLUDING WITHOUT LIMITATION ANY RECEIVABLES CONSTITUTING GENERAL INTANGIBLES AS DEFINED IN THE UCC, AND ALL RELATED RIGHTS IS NOT CONSTRUED TO BE BOTH A VALID AND PERFECTED SALE AND ABSOLUTE ASSIGNMENT OF SUCH RECEIVABLES AND RELATED RIGHTS, AND A CONVEYANCE OF SUCH RECEIVABLES AND RELATED RIGHTS THAT IS PRIOR TO THE RIGHTS OF AND ENFORCEABLE AGAINST ALL OTHER PERSONS AT ANY TIME, INCLUDING WITHOUT LIMITATION LIEN CREDITORS, SECURED LENDERS, PURCHASERS AND ANY PERSON CLAIMING THROUGH SUCH ORIGINATOR, THEN, IT IS THE INTENT OF SUCH ORIGINATOR AND THE BUYER THAT (dI) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; THIS AGREEMENT ALSO SHALL BE DEEMED TO BE, AND HEREBY IS, A SECURITY AGREEMENT WITHIN THE MEANING OF THE UCC AND (eII) all rights under any Service Contracts on the related Financed Vehicles; SUCH ORIGINATOR SHALL BE DEEMED TO HAVE GRANTED TO THE BUYER AS OF THE DATE OF THIS AGREEMENT, AND SUCH ORIGINATOR HEREBY GRANTS TO THE BUYER A SECURITY INTEREST IN, TO AND UNDER ALL OF SUCH ORIGINATOR’S RIGHT, TITLE AND INTEREST IN AND TO: (fA) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) AccountsTHE RECEIVABLES AND THE RELATED RIGHTS NOW EXISTING AND HEREAFTER CREATED BY SUCH ORIGINATOR TRANSFERRED OR PURPORTED TO BE TRANSFERRED HEREUNDER, (iiB) Chattel Paper, ALL MONIES DUE OR TO BECOME DUE AND ALL AMOUNTS RECEIVED WITH RESPECT THERETO AND (iiiC) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)ALL BOOKS AND RECORDS OF SUCH ORIGINATOR TO THE EXTENT RELATED TO ANY OF THE FOREGOING.

Intention of the Parties. The execution and delivery (a) It is the intention of this Agreement the parties hereto that each Sale made hereunder shall constitute an acknowledgment by the Seller and the Issuer that they intend that the absolute sale, contribution, assignment and or transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and not a loan, under applicable state law and federal bankruptcy law, which sale, contribution, assignment or transfer is absolute and irrevocable and provides the Purchaser with all rights of ownership of the Sale Assets, and that the Receivables beneficial interest and title to the Other Conveyed Property Sale Assets shall not be a part property of the Seller’s 's estate in the event of a 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, ofan Insolvency Event in respect of the Seller. Neither the Seller nor the Purchaser intends the transactions contemplated hereunder to be, or with respect for any purpose to be characterized as, loans from the Purchaser to the Seller secured by such property. The absolute sale, contribution, assignment or transfer of the Sale Assets by the Seller to the Purchaser is made without recourse to the Seller. In ; provided, however, that the event that such conveyance is determined Seller shall be liable to be made as security the Purchaser for a loan all representations, warranties, indemnities and covenants made by the Issuer, the Noteholders or the Certificateholder Seller to the Seller, Purchaser pursuant to the terms of this Agreement. The Seller hereby grants agrees to note on its financial statements and in its books, records and computer files that such Sale Assets have been sold, contributed, assigned or transferred to the Issuer a security interest in all of the Seller’s right, title and interest in Purchaser and to respond to any inquiries made by third parties that the following property for ownership of such Sale Assets has been sold, contributed, assigned or transferred to the benefit Purchaser. Notwithstanding anything to the contrary set forth in this Section 2.3, if a court of competent jurisdiction determines that any Sale constitutes a loan and not an absolute sale, contribution, assignment or transfer, then the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and parties hereto intend that this Agreement shall constitute a security agreement under applicable law (collectivelyApplicable Law and that the Seller shall be deemed to have granted, and the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant Seller hereby grants, to the Receivables Purchaser a first priority lien and any other security interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s 's right, title and interest in, to and under the Sale Assets transferred by the Seller to the Purchaser, all related documents to which the Seller is a party and all proceeds of any of the foregoing, subject only to Permitted Liens. The possession by the Purchaser of such notes, instruments and other goods, money, documents, chattel paper or certificated securities shall be deemed to be "possession by or delivery to secured party" for purposes of perfecting such security interest pursuant to the UCC in force in the relevant jurisdiction (including Sections 8-301 and 9-313(c)(1) thereof). Notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under Applicable Law (except that nothing in this sentence shall cause any Person to be deemed to be an agent of the Purchaser for any purpose other than for perfection of such security interest unless, and then only to the extent, expressly appointed and authorized by the Purchaser in writing). The Purchaser and its assignees shall have, with respect to such Sale Assets and related rights, in addition to all other rights and benefits, but none of remedies available to the Purchaser and its obligations or burdens, assignees under the Purchase other Transaction Documents, all the rights and remedies of a secured party under any applicable UCC. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Sale Assets to secure a debt or other obligation, such security interest would be deemed to be a perfected security interest in favor of the Purchaser under Applicable Law and will be maintained as such throughout the delivery requirements, representations term of this Agreement. The Seller represents and warranties and warrants that the cure and repurchase obligations Sale Assets are being transferred with the intention of GM Financial under removing them from the Purchase Agreement;Seller's estate pursuant to Section 541 of the Bankruptcy Code. (hb) all In connection with this Agreement, the Seller agrees to file (or cause to be filed) on or prior to the Closing Date, at its own expense, a financing statement or statements with respect to the Sale Assets transferred by the Seller hereunder from time to time meeting the requirements of applicable state law in the jurisdiction of the Seller’s (i) Accounts's organization to perfect and protect the interests of the Purchaser created hereby under the UCC against all creditors of, (ii) Chattel Paperand purchasers from, (iii) Documentsthe Seller, (iv) Instruments and (v) General Intangibles (as to deliver a file-stamped copy of such terms are defined in the UCC) relating financing statements or other evidence of such filings to the property described in (a) through (g); andPurchaser as soon as reasonably practicable after its receipt thereof. (ic) all proceeds The Seller hereby authorizes the Purchaser to file and, to the fullest extent permitted by Applicable Law the Purchaser shall be permitted to file initial financing statements, continuation statements and investments amendments thereto and assignments thereof without the Seller's further action; provided that the description of collateral contained in such financing statements shall be limited to only Sale Assets. (d) The Seller and the Purchaser acknowledge and agree that, solely for administrative convenience, any transfer document or assignment agreement required to be executed and delivered in connection with respect the transfer of a Loan in accordance with the terms of the related Underlying Instruments may reflect that the Seller (or any third party from whom the Seller or the Purchaser may purchase a Loan) is assigning such Loan directly to items (a) through (h)the Purchaser. Nothing in such transfer document or assignment agreement shall be deemed to impair the sales, conveyances and transfers of the Loans by the Seller to the Purchaser in accordance with the terms of this Agreement.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by NH Credit of the NH Purchased Contracts and assignment outrightthe Subsequent NH Receivables and any True Lease Equipment, in each case, related thereto, as the case may be, and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and so that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against NH Credit under the Bankruptcy Code, reorganization(i) such NH Purchased Contracts, arrangementSubsequent NH Receivables and True Lease Equipment would not be property of NH Credit's bankruptcy estate under Section 541 of the Bankruptcy Code, insolvency (ii) the bankruptcy court would not compel the turnover of such NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment by CNHCR to NH Credit under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on the NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment not in the possession of NH Credit would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of NH Credit's bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any NH Purchased Contract or any Subsequent NH Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of NH Credit or any other Person in connection with the SellerNH Purchased Contracts or the Subsequent NH Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. In If (but only to the event extent) that such conveyance the transfer of the NH Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder NH Credit shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the Seller’s NH Credit's right, title and interest in and to the following property for NH Assets. Such security interest shall secure all of NH Credit's obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the (1) Each Seller and the Issuer that they intend intends that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, conveyance of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property Mortgage Loans to the Purchaser shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the benefit applicable Seller intends that the rights and obligations of the Issuer Secured Partiesparties to such loan shall be established pursuant to the terms of this Agreement. Each Seller also intends and agrees that, whether now owned in such event, (i) the applicable Seller shall be deemed to have granted to the Purchaser and its assigns a first priority security interest in such Seller's entire right, title and interest in and to the Mortgage Loans, all principal and interest received or existing receivable with respect to the Mortgage Loans, all amounts held from time to time in the accounts mentioned pursuant to this Agreement and all reinvestment earnings on such amounts, together with all of the applicable Seller’s right, title and interest in and to the proceeds of any title, hazard or hereafter acquired or arising, other insurance policies related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement under applicable law. All rights and remedies of the Purchaser under this Agreement are distinct from, and cumulative with, any other rights or remedies under this Agreement or afforded by law or equity and all such rights and remedies may be exercised concurrently, independently or successively. (collectively2) The Purchaser and the Sellers acknowledge and agree that the purpose of Sections 3.06, 6.06, 7.04(2), 7.05(2), 7.08, 9.01(2) and 10.01(B) of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the “Sale Exchange Act and Servicing Agreement Collateral”): the rules and regulations of the Commission thereunder. The Sellers acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Sellers shall cooperate fully with the Purchaser to deliver to the Purchaser (aincluding any of its assignees or designees) the Receivables and any Depositor, any and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables statements, reports, certifications, records and any other interest information necessary in the good faith determination of the Seller in Purchaser or any Depositor to permit the Purchaser or such Financed Vehicles; (c) Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to either Seller, the Servicer, any proceeds Subservicer, any Third-Party Originator and the right to receive proceeds with respect to Mortgage Loans, or the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation servicing of the Receivables; (d) Mortgage Loans, reasonably believed by the Purchaser or any proceeds from any Receivable repurchased by a Dealer pursuant Depositor to a Dealer Agreement as a result of a breach of representation or warranty be necessary in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as order to effect such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)compliance.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1 (collectively, the “Sale and Servicing Agreement Collateral”): (ai) the Receivables and all moneys received thereon after the Cutoff Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (div) any proceeds from any Receivable repurchased by a Dealer or Direct Lender pursuant to a the related Dealer Agreement or Direct Lender Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Direct Lender Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial Exeter under the Purchase Agreement; (hviii) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (gviii); and (iix) all proceeds and investments with respect to items (ai) through (hviii).

Intention of the Parties. The execution It is the express intent of each of the parties hereto that each purchase and delivery sale hereunder shall (except for U.S. federal, state and local income tax purposes) each severally constitute a true sale and absolute assignment of this Agreement shall constitute an acknowledgment the Devices and the Customer Lease-End Rights and Obligations by each Lessee to the Buyer (such that the Devices and the Customer Lease-End Rights and Obligations, other than those, if any, subsequently repurchased by the Seller and Lessees pursuant to the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, terms of the Receivables and Other Conveyed PropertyTransaction Documents, for non-tax purposes, conveying good title thereto free and clear would not be property of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the SellerLessee’s estate in any Insolvency Event relating to any Lessee). As a protective measure in the event that, notwithstanding the foregoing, the conveyance of a 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 Devices and the Customer Lease-End Rights and Obligations to the Seller. In the event that such conveyance Buyer is determined to be made recharacterized by any third party as security for a loan made by the Issuerpledge securing a loan, the Noteholders or the Certificateholder each Lessee does hereby grant to the Seller, the Seller hereby grants to the Issuer Buyer a security interest in all of the Sellersuch Lessee’s now or hereafter existing right, title and interest in in, to and to under the following property for Devices and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, Customer Lease-End Rights and Obligations and agrees that this Agreement shall constitute a security agreement under applicable law (collectivelylaw. Each Lessee hereby authorizes the Buyer, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s respective designees (i) Accountsto file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Devices and the Customer Lease-End Rights and Obligations now existing or hereafter arising in the name of such Lessee and (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds extent permitted by Law and investments with respect the Servicing Agreement, to items (a) through (h)notify Customers of the assignment of the Devices and related Customer Lease-End Rights and Obligations pursuant hereto.

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement shall constitute an acknowledgment by of the Seller and Receivables, including without limitation, all Receivables, if any, constituting accounts or payment intangibles each as defined in the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outrightUCC, and not for security, all Related Rights be construed as a valid and perfected sale or contribution and absolute assignment (without recourse except as provided herein) of the such Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Related Rights by such Originator to the Issuer, Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Other Conveyed Property shall not Buyer be a part prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the Seller’s estate parties, any conveyance of Receivables, including without limitation any Receivables constituting accounts or payment intangibles each as defined in the event UCC, and all Related Rights is not construed to be both a valid and perfected sale or contribution and absolute assignment of such Receivables and Related Rights, and a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence conveyance of another similar event, of, or with respect such Receivables and Related Rights that is prior to the Seller. In rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the event intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC to secure payment or performance of an obligation and (ii) such conveyance is determined Originator shall be deemed to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder have granted to the SellerBuyer as of the date of this Agreement, the Seller and such Originator hereby grants to the Issuer Buyer a security interest in in, to and under all of the Sellersuch Originator’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to: (collectively, the “Sale and Servicing Agreement Collateral”): (aA) the Receivables and the Related Rights now existing and hereafter created by such Originator transferred or purported to be transferred hereunder, (B) all moneys monies due or to become due and all amounts received thereon after with respect thereto and (C) all books and records of such Originator to the Cutoff Date; (b) extent related to any of the security interests foregoing to secure payment of an obligation in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest amount of the Seller in Outstanding Balance of such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h).

Intention of the Parties. The execution It is the express intent of each of the parties hereto that each purchase and delivery sale hereunder shall (except for U.S. federal, state and local income tax purposes) each severally constitute a true sale and absolute assignment of this Agreement shall constitute an acknowledgment by the Seller Devices and the Issuer that they intend Customer Lease-End Rights and Obligations by each Lessee to the Buyer (such that the assignment Devices and transfer herein contemplated constitute a sale the Customer Lease-End Rights and assignment outrightObligations, and not for securityother than those, if any, subsequently transferred pursuant to Section 2.8, repurchased by or transferred to the Lessees pursuant to the terms of the Receivables and Other Conveyed PropertyTransaction Documents or exchanged pursuant to a Like-Kind Exchange, for non-tax purposes, conveying good title thereto free and clear would not be property of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the SellerLessee’s estate in any Insolvency Event relating to any Lessee). As a protective measure in the event that, notwithstanding the foregoing, the conveyance of the Devices and the Customer Lease-End Rights and Obligations to the Buyer is recharacterized by any third party as a bankruptcypledge securing a loan, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or each Lessee does hereby grant to Mobile Leasing Solutions for the occurrence benefit of another similar event, Series 2 as of, or (x) in the case of the Lease Closing Date Devices and Customer Lease-End Rights and Obligations in respect of the Lease Closing Date Customer Leases, the Lease Closing Date, (y) in the case of each Upgraded Device and Customer Lease-End Rights and Obligations with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuereach Upgraded Customer Lease, the Noteholders or Upgrade Date for the Certificateholder to related Upgraded Device and (z) in the Sellercase of each Like-Kind Exchange Device, the Seller hereby grants to the Issuer Like-Kind Exchange Transfer Date for such Like-Kind Exchange Device, a security interest in all of the Sellersuch Lessee’s now or hereafter existing right, title and interest in in, to and to under the following property for Devices and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, Customer Lease-End Rights and Obligations and agrees that this Agreement shall constitute a security agreement under applicable law (collectivelylaw. Each Lessee hereby authorizes the Buyer, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s respective designees (i) Accountsto file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Devices and the Customer Lease-End Rights and Obligations now existing or hereafter arising in the name of such Lessee and (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds extent permitted by Law and investments with respect the Servicing Agreement, to items (a) through (h)notify Customers of the assignment of the Devices and related Customer Lease-End Rights and Obligations pursuant hereto.

Intention of the Parties. The execution It is the express intent of theeach Originator and delivery of the Company that each conveyance by thesuch Originator to the Company pursuant to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed PropertyRelated Rights, for non-tax purposes, conveying good title thereto free be construed as a valid and clear perfected sale or contribution (as applicable) and absolute assignment (without recourse except as provided herein) of any Liens, from the Seller such Receivables and Related Rights by thesuch Originator to the Issuer, Company (rather than the grant of a security interest to secure a debt or other obligation of thesuch Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Other Conveyed Property shall not Company be a part prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through thesuch Originator. However, if, contrary to the mutual intent of the Seller’s estate parties, any conveyance of Receivables and Related Rights, including without limitation any Receivables constituting general intangibles as defined in the event UCC, is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence conveyance of another similar event, of, or with respect such Receivables and Related Rights that is prior to the Seller. In rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through theany Originator, then, it is the event intent of theeach Originator and the Company that such conveyance is determined (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC; and (ii) theeach Originator shall be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder deemed to have granted to the SellerCompany as of the date of this Agreement, the Seller and thesuch Originator hereby grants to the Issuer Company a security interest in in, to and under all of the Sellerthesuch Originator’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to: (collectively, the “Sale and Servicing Agreement Collateral”): (aA) the Receivables and the Related Rights now existing and hereafter created by thesuch Originator transferred or purported to be transferred hereunder, (B) all moneys amounts due or to become due and all amounts received thereon after the Cutoff Date; with respect thereto, (bC) the security interests in the Financed Vehicles granted by Obligors pursuant all books and 740816958 17540157 3 records of thesuch Originator related to the Receivables and any other interest of the Seller foregoing, (D) all rights, remedies, powers, privileges, title and interest (but not obligations) of thesuch Originator in such Financed Vehicles; and to each post office box and account (cincluding, without limitation, all related Lock-Box Accounts) any proceeds and the right to receive which Collections or other proceeds with respect to the such Receivables from claims are sent, all amounts on any physical damagedeposit therein, credit life or disability insurance policies covering Financed Vehicles or Obligors and any related investment property acquired with any such collections or other proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are term is defined in the applicable UCC) relating to the property described in and (a) through (g); and (iE) all proceeds and investments with respect products of any of the foregoing to items (a) through (h)secure all of thesuch Originator’s obligations hereunder.

Intention of the Parties. The execution It is the intention of the parties hereto that the contribution of the Contributed Interest, and delivery the sale of this Agreement the Receivable Interest hereunder, shall constitute an acknowledgment by sales or other outright conveyances which are absolute and irrevocable and provide Buyer with the Seller full benefits of ownership of the Contributed Interest and the Issuer Receivable Interest. The sale of the Receivable Interest and contribution of the Contributed Interest hereunder are made without recourse to Originator; provided, however, that they intend (i) Originator shall be liable to Buyer for all representations, warranties, covenants and indemnities made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale and contribution do not constitute and are not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Pool Receivables, the related Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, conveyances of the Receivables Receivable Interest and Other Conveyed Propertythe Contributed Interest made hereunder shall constitute sales or other outright conveyances thereof rather than loans secured thereby, for non-tax purposesOriginator agrees that it will, conveying good title thereto free and clear of any Liens, from the Seller on or prior to the Issuerdate hereof, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 mark its master data p▇▇▇▇ssing records relating to the Seller. In the event that such conveyance is determined Pool Receivables with a legend acceptable to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in Buyer and to the following property for Agent (as Buyer's assignee), evidencing that Buyer owns the benefit of Receivable Interest and the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and Contributed Interest as provided in this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest note in its rights and benefits, but none of its obligations or burdens, under financial statements that the Purchase AgreementReceivable Interest has been sold, and the delivery requirementsContributed Interest has been contributed, representations to Buyer and warranties have been further sold or pledged to the Agent. Upon the request of Buyer or the Agent (as Buyer's assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer's ownership of the Receivable Interest and the cure and repurchase obligations of GM Financial under Contributed Interest, or as Buyer or the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles Agent (as such terms are defined in the UCCBuyer's assignee) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)may reasonably request.

Intention of the Parties. The execution It is the intention of the Seller that the transfers and delivery of assignments contemplated by this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, Property pursuant to Section 2.1 from the Seller to the Issuer, Issuer and that the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of the filing of a bankruptcy, reorganization, arrangement, insolvency bankruptcy petition by or liquidation proceeding, or other proceeding against the Seller 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 that, notwithstanding the intent of the Seller and the Issuer, the Noteholders or the Certificateholder transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to the Sellerbe a sale, this Agreement shall constitute a grant of a security interest by the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (ai) the Receivables and all moneys received thereon after the Cutoff Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (div) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial AmeriCredit under the Purchase Agreement; (hviii) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (gvii); and (iix) all proceeds and investments with respect to items (ai) through (hviii).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein or therein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (ai) the Receivables and all moneys received thereon after the Cutoff Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (div) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial AmeriCredit under the Purchase Agreement; (hviii) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (gvii); and (iix) all proceeds and investments with respect to items (ai) through (hviii).

Intention of the Parties. (a) The execution relationship between Eagle and delivery the Participants hereunder is not intended to be that of debtor and creditor, it being intended that the Participants will hold undivided ownership interests in the Loans. (b) It is the intention of the parties hereto that the sale to the Participants of participation interests in the Loans pursuant to this Agreement is an absolute sale of the participation interests (and the parties hereto agree to treat the transfer of the participation interests as an absolute sale rather than a secured financing), such that the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, have any right to reclaim, recover or recharacterize as property of Eagle any participation interest transferred by Eagle to the Participants. (c) If, notwithstanding the parties' intent, the sale to the Participants of participation interests in the Loans pursuant to this Agreement is held or deemed not to be an absolute sale or is held or deemed to be a pledge of security for a loan, Eagle and the Participants intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outrightthat, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 such event, of, or with respect to such property Eagle shall be deemed to have granted, as of the Sellerdate of this Agreement, and does hereby grant, to the Participants, a security interest in the entire right, title and interest of Eagle in and to the Loans and all proceeds thereof, which security interest shall be perfected and of first priority, except for an FHLB lien which Eagle is required to have released under Section 28(a) hereof. In the event that such conveyance is determined event, with respect to be made as such property, this Agreement shall constitute, and hereby is, a security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller agreement under applicable law. (d) Eagle hereby grants to the Issuer Participants a participation interest in Eagle's entire right, title and interest to its right to indemnification from Dollar (the "Indemnification Rights") under the terms of the Eagle-Dollar Agreement on the same percentage basis as the Percentage Interests. If, notwithstanding the parties' intent, the sale to the Participants of participation interests in the Indemnification Rights pursuant to this Agreement is held or deemed not to be an absolute sale or is held or deemed to be a pledge of security for a loan, Eagle and the Participants intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, Eagle shall be deemed to have granted, as of the date of this Agreement, and does hereby grant to the Participants a security interest in all of the Seller’s Eagle's entire right, title and interest in and to the following property its Indemnification Rights and all proceeds thereof, which security interest shall be perfected and of first priority, except for the benefit of the Issuer Secured Partiesan FHLB lien which Eagle is required to have released under Section 28(a) hereof. With respect to such Indemnification Rights, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute constitute, and hereby is, a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;law. (e) all rights under any Service Contracts on Eagle authorizes Participants to file financing statements with the related Financed Vehicles; (f) appropriate filing offices to evidence the related Receivable Files; (g) all sale of the Seller’s right, title and interest participation interests in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, Loans and the delivery requirements, representations and warranties and Indemnification Rights pursuant to this Agreement and/or to perfect the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)security interests granted above.

Intention of the Parties. The execution It is the intention of the parties hereto that the contribution and delivery the sale of this Agreement the Receivables hereunder, shall constitute an acknowledgment by sales, contributions or other outright conveyances which are absolute and irrevocable and provide Buyer with the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, full benefits of ownership of the Receivables and Other Conveyed Propertythe associated Related Security. The sale and contribution of the Receivables hereunder are made without recourse to Originator; provided, however, that (i) Originator shall be liable to Buyer for non-tax purposesall representations, conveying good title thereto free warranties, covenants and clear indemnities made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale and contribution do not constitute and are not intended to result in an assumption by Buyer or any assignee thereof of any Liensobligation of Originator or any other Person arising in connection with the Receivables, from the Seller related Contracts and/or other associated Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the conveyances of the Receivables made hereunder shall constitute sales, contributions or other outright conveyances thereof rather than loans secured thereby, Originator agrees that it will, on or prior to the Issuerdate hereof, ▇▇▇▇ its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Administrative Agent (as Buyer’s assignee), evidencing that Buyer owns the Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold or contributed, to Buyer and have been further sold or pledged to the Administrative Agent. Originator authorizes Buyer or the Administrative Agent (as Buyer’s assignee) to file such financing or continuation statements, or amendments thereto or assignments thereof, and that such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership of the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)associated Related Security.

Intention of the Parties. The execution It is the intention of the Seller that the transfers and delivery of assignments contemplated by this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, Property pursuant 2.1 from the Seller to the Issuer, Issuer and that the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of the filing of a bankruptcy, reorganization, arrangement, insolvency bankruptcy petition by or liquidation proceeding, or other proceeding against the Seller 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 that, notwithstanding the intent of the Seller and the Issuer, the Noteholders or the Certificateholder transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to the Sellerbe a sale, this Agreement shall constitute a grant of a security interest by the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured PartiesNoteholders, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (ai) the Receivables and all moneys received thereon after the Cutoff Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (div) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller’s rights under the Purchase Agreement and each Subsequent Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial the Originator[s] under the Purchase Agreement and each Subsequent Purchase Agreement; (hviii) all of the Seller’s (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (gvii); and (iix) all proceeds and investments with respect to items (ai) through (hviii).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller Originator and the Issuer that they Buyer intend that the assignment transfer of each Gift Shop Receipt, Purchased Receivable and transfer herein contemplated constitute Participation Interest hereunder from the Originator to the Buyer be treated as a sale or outright capital contribution of all of the Originator’s right, title and assignment outrightinterest in, to and under such Gift Shop Receipt, Purchased Receivable and Participation Interest (as the case may be) and that, immediately after giving effect to the transfer, the Originator will have no further interest (legal or equitable) in any Gift Shop Receipt, Purchased Receivable or Participation Interest. Except for the Purchase Price Credits owed by the Originator pursuant to Section 1.5, the sale and contribution of Transferred Assets hereunder by the Originator shall be made without recourse to the Originator; provided, however, that (i) the Originator shall be liable to Buyer for all representations, warranties, covenants and indemnities made by the Originator pursuant to the terms of the Transaction Documents to which the Originator is a party, and (ii) such sale or contribution does not for security, constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of the Receivables Originator or any other Person arising in connection with such Transferred Assets, the related Contracts and/or other Related Security or any other obligations of the Originator. The Originator and Other Conveyed Propertythe Buyer shall record each Purchase as a sale, for non-contribution or purchase, as the case may be, on its books and records, and reflect each Purchase in its financial statements and tax purposesreturns as a sale, conveying good title thereto free and clear of any Lienscontribution or purchase, from as the Seller case may be. The parties intend that the Purchase Price with respect to the Issuereach Transferred Asset shall constitute reasonably equivalent value in consideration therefor, and that the Receivables and the Other Conveyed Property shall not no transfer hereunder may be a part voidable under any section of the Seller’s estate in the event Bankruptcy Reform Act of a bankruptcy1978 (11 U.S.C. §§ 101 et seq.), 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 Selleras amended. In the event that that, contrary to the mutual intent of the Originator and the Buyer, any Purchase of Gift Shop Receipts, Purchased Receivables and/or Participation Interests hereunder is not characterized as a sale or contribution but rather as a collateral transfer for security (or the transactions contemplated hereby are characterized as a financing transaction), such conveyance is determined Purchase shall be deemed to be made as security for a loan made secured financing, secured by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the SellerOriginator’s right, title and interest, now or hereafter existing and hereafter arising in, to and under (x) all Gift Shop Receipts, (y) all Private Receivables and the associated Related Security and Collections, and (z) all Government Receivables and the associated Related Security and Collections. In furtherance of the foregoing, the Originator hereby grants to the Buyer a security interest in all of the Originator’s right, title and interest in now or hereafter existing in, to and under the Transferred Assets and the Government Receivables to secure the repayment of all amounts due and owing by the Originator to the following property for the benefit of the Issuer Secured PartiesBuyer hereunder with accrued interest thereon, if applicable, whether now owned or existing or hereafter acquired existing, due or arisingto become due, direct or indirect, or absolute or contingent and this Agreement shall constitute a security agreement under applicable law all proceeds thereof (collectivelysuch amounts, the “Sale and Servicing Agreement CollateralSecured Obligations”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h).

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by Case Credit of the Case Purchased Contracts and assignment outrightthe Subsequent Case Receivables and any True Lease Equipment related to such Case Purchased Contracts or Subsequent Case Receivables, as the case may be, and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against Case Credit under the Bankruptcy Code, reorganizationsuch Case Purchased Contracts, arrangementSubsequent Case Receivables and True Lease Equipment would not be property of Case Credit's bankruptcy estate under Section 541 of the Bankruptcy Code, insolvency (ii) the bankruptcy court would not compel the turnover of such Case Purchased Contracts, Subsequent Case Receivables and True Lease Equipment or liquidation proceedingcollections thereon by CNHCR to Case Credit under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Case Purchased Contracts, Subsequent Case Receivables and True Lease Equipment not in the possession of Case Credit would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of Case Credit's bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or other proceeding under any federal or State bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Case Purchased Contract or any Subsequent Case Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of Case Credit or any other Person in connection with the SellerCase Purchased Contracts or the Subsequent Case Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. In If (but only to the event extent) that such conveyance the transfer of the Case Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder Case Credit shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the Seller’s Case Credit's right, title and interest in and to the following property for Case Assets. Such security interest shall secure all of Case Credit's obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments with respect to items (a) through (h)law.

Intention of the Parties. The execution (a) It is the express intention of the Parties that this Agreement replicate, in all ways possible, a direct purchase of the Transferred Assets and delivery assumption of the Assumed Liabilities by Purchaser from the Receiver. Seller’s role in this Agreement is intended to be a pass-through to synthetically recreate, by contract, the terms of such a direct purchase and assumption. Accordingly, this Agreement shall constitute an acknowledgment by the Seller be interpreted, and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outrightParties agree to cooperate to take all steps necessary, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a 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 Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and effectuate this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (a) the Receivables and all moneys received thereon after the Cutoff Date;intention. (b) Certain provisions of this Agreement rely on Seller being able to exercise certain rights under the security interests in Primary P&A Agreement on behalf of Purchaser. The Parties acknowledge and agree that (1) the Financed Vehicles granted by Obligors pursuant Receiver may not permit such actions or may require additional agreements or undertakings from the Parties prior to permitting such actions and (2) whenever possible, the Receivables Parties agree to work with the Receiver to permit Purchaser to interface directly with the Receiver and exercise any other interest rights directly without the involvement of the Seller in such Financed Vehicles; (c) any proceeds Seller. The Parties acknowledge and the right to receive proceeds agree that Seller’s sole obligations with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all such rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s are: (i) Accounts, to request the Receiver to take actions on behalf of Purchaser and to reasonably cooperate if accepted by the Receiver; and (ii) Chattel Paper, (iii) Documents, (iv) Instruments to follow Purchaser’s directions as reasonably requested and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (i) all proceeds and investments extent permitted pursuant to this Agreement, including the timing of any notices to the Receiver, with respect to items (a) through (h)actions taken on behalf of Purchaser under the Primary P&A Agreement. Any costs incurred by Seller in the exercise of any rights by or on behalf of Purchaser shall be reimbursed by Purchaser pursuant to Section 2.6 of this Agreement. Section 2.1. Bid Submission. Purchaser and Seller agree that, unless this Agreement is terminated prior to the Bid Acceptance Deadline, Seller shall submit one or more Alliance Bids to the Receiver by the Bid Acceptance Deadline, with Seller serving as the Lead Bidder and Purchaser serving as an Alliance Bidder.

Intention of the Parties. The execution It is the intention of the Seller that the transfers and delivery of assignments contemplated by this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, Property pursuant to Section 2.1 from the Seller to the Issuer, Issuer and that the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of the filing of a bankruptcy, reorganization, arrangement, insolvency bankruptcy petition by or liquidation proceeding, or other proceeding against the Seller 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 that, notwithstanding the intent of the Seller and the Issuer, the Noteholders or the Certificateholder transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to the Sellerbe a sale, this Agreement shall constitute a grant of a security interest by the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “"Sale and Servicing Agreement Collateral”"): (ai) the Receivables and all moneys received thereon after the Cutoff Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (div) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (gvii) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial AmeriCredit under the Purchase Agreement; (hviii) all of the Seller’s 's (ia) Accounts, (iib) Chattel Paper, (iiic) Documents, (ivd) Instruments and (ve) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ai) through (gvii); and (iix) all proceeds and investments with respect to items (ai) through (hviii).