Common use of Transfer of Receivables Clause in Contracts

Transfer of Receivables. By execution of this Agreement, the Transferor hereby transfers, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this AgreementOn the Closing Date, the Transferor hereby transfersSeller shall sell, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, grant, set over and otherwise convey to the Trustee Purchaser, without recourse (subject to the obligations in this Agreement) and on a "servicing-released" basis, all right, title and interest of its rightsthe Seller in and to (i) the Transferred Receivables (which constitute all Receivables owned by the Seller) and all monies received thereunder after the Cutoff Date and all liquidation proceeds received with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, remediesincluding, powerswithout limitation, privileges the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and claims under credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Receivables Purchase Agreements Transferred Receivables; (whether arising v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the terms proceeds of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consentsof the foregoing; and (ix) all present and future claims, requestsdemands, noticescauses 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, directionsincluding all proceeds of the conversion, approvalsvoluntary or involuntary, extensions into cash or waivers under or with respect other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment payment of any and security interest granted to the Trustee. The property described in the two preceding sentencesevery kind and other forms of obligations and receivables, together with all monies instruments and other property on deposit which at any time constitute all or part of or are included in the Collection Accountproceeds of any of the foregoing (collectively, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”"TRANSFERRED PROPERTY"). The foregoing sale does not constitute and is not intended to result in the creation or any assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Purchaser of any obligation of the TransferorSeller to the Obligors, the Servicer, an Account Owner insurers or any other Person in connection with the AccountsTransferred Receivables, the Receivables Receivable Files, any insurance policies or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreementthem. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this On the Initial Closing Date and simultaneously with the transactions to be consummated pursuant to the Trust Agreement, the Transferor hereby transfersIndenture and the Sale and Servicing Agreement, assignsthe Seller shall sell, sets transfer, assign, grant, set over and otherwise conveys convey to the Trustee Purchaser, without recourse (subject to the obligations herein and in the Sale and Servicing Agreement), all of its right, title and interest, whether now owned or hereafter acquired, in, interest of the Seller in and to and under (i) the Initial CPS Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising listed in the Initial Accounts (including Related Accounts Schedule of CPS Receivables and, with respect to such Initial Accounts), and at the close Rule of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such 78's Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts thereon after the Cutoff Date (including Scheduled Payments due after the Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or receivable before the Cutoff Date) and, with respect to Simple Interest Receivables, all of monies received thereunder after the foregoing Cutoff Date and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over Liquidation Proceeds and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or Recoveries received with respect to such Initial CPS Receivables; (ii) the Receivables Purchase Agreements (whether arising security interests in the Financed Vehicles granted by Obligors pursuant to the terms Initial CPS Receivables and any other interest of the Receivables Purchase Agreements or otherwise available to Seller in such Financed Vehicles, including, without limitation, the Transferor at law or in equity)certificates of title or, including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to Financed Vehicles in the Receivable Purchase Agreements State of Michigan, other evidence of ownership with respect to such Financed Vehicles; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the same extent as Financed Vehicles securing the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Initial CPS Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements Obligors thereunder; (and amendments thereto when applicableiv) refunds for the costs of extended service contracts with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to Financed Vehicles securing the Initial AccountsCPS Receivables, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case refunds of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated unearned premiums with respect to any Account credit life and credit accident and health insurance policies or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 certificates covering an Obligor under an Initial CPS Receivable or Financed Vehicle securing an Initial CPS Receivable or his or her obligations with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.respect

Transfer of Receivables. By execution of this On the Closing Date and simultaneously with the transactions pursuant to the Sale and Servicing Agreement, the Transferor hereby transfersSeller shall sell, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over assign and otherwise convey to the Trustee Purchaser, without recourse (collectively, the “Purchased Assets”): (i) all right, title and interest of its rightsthe Seller in and to the Receivables listed on the Schedule of Receivables (including all related Receivable Files) and all monies due thereon or paid thereunder or in respect thereof after the Cut-off Date; (ii) the right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any related property; (iii) the right of the Seller in any proceeds from claims on any physical damage, remediescredit life, powers, privileges and claims under credit disability or other insurance policies covering the Financed Vehicles or the Obligors; (iv) the right of the Seller to receive payments in respect of any Dealer Recourse with respect to the Receivables; (v) the right of the Seller to realize upon any property (including the right to receive future Net Liquidation Proceeds) that shall have secured a Receivable; (vi) the right of the Seller in rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables Purchase Agreements in effect as of the Cut-off Date; and (whether arising pursuant vii) all proceeds of the foregoing; provided that the Seller shall not be required to deliver to the terms Purchaser on the Closing Date monies received in respect of the Receivables Purchase Agreements after the Cut-off Date and before the Closing Date but shall or otherwise available shall cause the Servicer to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all deposit such monies and other property on deposit in into the Collection Account, Account no later than the Excess Funding Account, Business Day preceding the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”)first Distribution Date. The foregoing sale does not constitute and is not intended to result in the creation or any assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Purchaser of any obligation of the Transferorundersigned to the Obligors, the Servicer, an Account Owner insurers or any other Person person in connection with the AccountsReceivables, the Receivables Receivable Files, any insurance policies or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty them. 2 (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letterNissan 2013-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables B Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. (a) By execution of this Agreement, the Transferor does hereby transferstransfer, assignsassign, sets set over and otherwise conveys convey, without recourse (except as expressly provided herein), to the Trustee Issuer, for the benefit of the Noteholders and any Series Enhancers, the following property on and as of the dates specified below: (i) on the first Closing Date, (A) all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under each Receivable arising in connection with each Initial Account and all Related Security with respect thereto owned by the Receivables existing Transferor at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, B) all monies due or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including “"proceeds” ," as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee Recoveries thereof and (C) all of its rights, remedies, powers, powers and privileges and claims under or with respect to such Receivable under the Receivables Purchase Agreements Agreement; (whether ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Receivable arising pursuant in connection with each Additional Account and all Related Security with respect thereto owned by the Transferor at the close of business on the applicable Additional Cut-Off Date, (B) all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds," as defined in the terms UCC) and Recoveries thereof and (C) all of its rights, remedies, powers and privileges with respect to such Receivable under the Receivables Purchase Agreements Agreement; and (iii) on each Business Day occurring before the earlier of (x) the occurrence of an Amortization Event specified in Section 5.01(ii) of the Indenture or otherwise available (y) the Trust Termination Date, on which day a new Receivable is created in connection with the Accounts (each such Business Day being a "Transfer Date"), (A) all of its right, title and interest in, to and under such Receivable and all Related Security with respect thereto owned by the Transferor at law the close of business on the applicable Transfer Date and not previously transferred to the Issuer pursuant hereto, (B) all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds," as defined in equity)the UCC) and Recoveries thereof and (C) all of its rights, including the rights of the Transferor remedies, powers and privileges with respect to enforce such Receivable under the Receivables Purchase Agreements and to give or withhold any and all consentsAgreement. (b) The foregoing transfers, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the subsequent transfers of additional assets of the Trust (the “Trust including interests in any Other Floorplan Assets”). The foregoing does , do not constitute constitute, and is are not intended to result in in, the creation or an assumption by the Trust, Issuer or the Trustee, any Investor Certificateholder or any Series Enhancer Owner Trustee of any obligation of the Transferor, the Servicer, an Account Owner the Seller, Ford or any other Person in connection with the Accounts, the Receivables or related Receivables, the Funds Collateral Other Floorplan Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard any Dealers or insurersFord. The foregoing transfers are not transfers of the Accounts; they are transfers of the Receivables arising in connection with the Accounts. (c) In connection with such transfers, the Transferor agrees to will record and file, at its own expense, a financing statements statement on form UCC-1 or any other applicable form (and amendments thereto continuation statements when applicable) with respect to the Trust Assets Receivables transferred by the Transferor for the sale, for UCC purposes, of "tangible chattel paper," payment intangibles," "general intangibles" or "accounts" (each as defined in the UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfectperfect the sale and assignment, for UCC purposes, of the Receivables and maintain the perfection of, the assignment of such Trust Assets Related Security to the TrusteeIssuer, and to deliver a file file-stamped copy of each such financing statement or amendment statements or other evidence of such filing to the Trustee Issuer on or prior to before the Substitution first Closing Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation InterestsAccounts. The Owner Trustee shall will be under no obligation whatsoever to file such financing statements statement, or amendments thereto a continuation statement to such financing statement, or to make any other filing under the UCC applicable law in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior transfers if the Owner Trustee has appointed the Administrator to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references act in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereundercapacity. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this Agreement, the Transferor hereby transfers, assigns, sets over and otherwise conveys to the Trustee Seller shall take all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Datesteps necessary or, in the case reasonable opinion of Purchaser, advisable to validate or protect the ownership interest of Purchaser in, or to defeat the assertion by any third party of any adverse claims with respect to, the Sold Receivables arising or any underlying Contracts. If an Event of Default by Seller hereunder has occurred and is continuing, Seller hereby irrevocably authorizes Purchaser to execute and deliver, in Seller's name and on Seller's behalf, such instruments and documents (including bills of sale and assignments) necessary or desirable to evidence or protect Purchaser's ownership interest in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close Sold Receivables. Regardless of business on the related Additional Cut-Off Date, in the case whether an Event of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute Default by Seller has occurred and is not intended continuing, Seller hereby irrevocably authorizes Purchaser to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record execute and file, at its own expensein Seller's name and on Seller's behalf, financing statements (including amendments and amendments thereto when applicablecontinuation statements) with respect to under the Trust Assets meeting UCC (or similar law where the requirements of applicable state law in such manner and UCC is not enacted) in such jurisdictions as are where it may be necessary to perfect, and maintain the perfection validate or protect Purchaser's position as owner of, or, as provided in Section 5.1, secured party with respect to, such Sold Receivables. Seller shall execute and deliver such additional documents and shall take such further action as Purchaser may reasonably request to effect or evidence the assignment transfer of the Sold Receivables and shall execute and deliver to Purchaser such Trust Assets powers-of-attorney as may be necessary or appropriate to the Trusteeenable Purchaser to endorse for payment any check, and to deliver a file stamped copy of each such financing statement or amendment draft or other evidence instrument delivered in payment of such filing to the Trustee on any amount under or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur)a Sold Receivable. Each Account ScheduleIf, as supplemented from time to at any time, Seller receives any cash or checks, drafts or other instruments for the payment of money on account or otherwise in respect of Sold Receivables, Seller shall segregate such cash and other items, hold such cash and other items (properly endorsed, where required, so that such items may be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer filescollected by Purchaser) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreementtrust for Purchaser, and has delivered promptly paid directly to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest Purchaser in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreementaccordance with Section 3.1.B(6). (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this AgreementThe Transferor does hereby transfer, the Transferor hereby transfersassign, assigns, sets set over and otherwise conveys convey, without recourse (except as expressly provided in the Transfer and Servicing Agreement), to the Trustee Issuer, on the Addition Date all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables arising in connection with such Additional Accounts and all Related Security with respect thereto, owned by the Transferor and existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), Date and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoingtime, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including “"proceeds” ," as defined in the UCC) and Recoveries thereof. The Transferor does hereby further foregoing transfer, assignassignment, set set-over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing conveyance does not constitute and is not intended to result in the creation creation, or an assumption by the TrustIssuer, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Servicer, the Transferor, the Servicer, an Account Owner Ford or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligorsany Dealers or Ford. In connection with such transfer, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The the Transferor agrees to record and file, at its own expense, a financing statements statement on form UCC-1 (and amendments thereto continuation statements when applicable) with respect to the Trust Assets Receivables now existing and hereafter created for the sale, for UCC purposes, of "tangible chattel paper," "payment intangibles," "general intangibles" or "accounts" (each as defined in the UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfectperfect the transfer and assignment, for UCC purposes, of the Receivables and maintain the perfection of, the assignment of such Trust Assets Related Security to the TrusteeIssuer, and to deliver a file file-stamped copy of each such financing statement or amendment statements or other evidence of such filing to the Trustee Issuer on or prior to before the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be Issuer is under no obligation whatsoever to file such financing statements statement, or amendments thereto a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such assignmenttransfer. The In connection with such transfer, the Transferor further agrees, at its own expense, (i) on or prior to (A) before the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including computer files that the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets Related Security (A) have been conveyed transferred or assigned to the Issuer pursuant to this Assignment and then (B) pledged by the Issuer to the Indenture Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to Indenture for the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest benefit of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement Noteholders and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this AgreementSeries Enhancers. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. (a) By execution of this Agreement, the Transferor does hereby transferstransfer, assignsassign, sets set-over and otherwise conveys convey without recourse, except as expressly provided herein (the making of such transfer, assignment, set-over and conveyance being a "Transfer", and so to transfer, assign, set-over and otherwise convey being to "Transfer") to the Trustee Trust for the benefit of the Certificateholders: (i) all of its the Transferor's right, title and interest, whether now owned or hereafter acquired, interest in, to and under the all Transferor Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), Transfer Date and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time, and conveyed to the Transferor under the Receivables Purchase Agreements from time in such Accounts to time, until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all Revolving Period of the foregoinglast outstanding Series, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all Collections in respect of such Transferor Receivables and other amounts received or receivable from time to time with respect to all of the foregoing such Transferor Receivables and all proceeds (including “including, without limitation, "proceeds” " as defined in the UCCUCC of the State of New York and of the jurisdiction the law of which governs the perfection of the interest in the Transferor Receivables transferred hereunder) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee ; (ii) all of its the Transferor's rights, remedies, powers and privileges under the Receivables Purchase Agreements existing at the close of business on the Transfer Date and thereafter created from time to time; and (iii) all of the Transferor's right, title and interest in, to and under the Related Security. Such property described in the preceding sentence, together with all monies from time to time on deposit in, and all Eligible Investments and other securities, instruments and other investments purchased from funds on deposit in, the Concentration Account, the Muehlstein Collection Accounts and any Series Account, and any Enhancement issued with respect to any Series (the drawing on or payment of such Enhancement not being available to Pooling and Servicing Agreement Certificateholders of any other Series) and all of the Transferor's rights, remedies, powers, and privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (collectively the “"Trust Assets”"). The foregoing Transfer does not constitute and is not intended to result in the creation or an assumption by the Trust, the Trustee, any Investor Certificateholder Trustee or any Series Enhancer Certificateholder of any obligation of the TransferorServicer, Muehlstein, the Servicer, an Account Owner Transferor or any other Person in connection with the Accounts, the Receivables or the Funds Collateral under any Receivables Purchase Agreement or under any agreement or instrument relating thereto, including including, without limitation, any obligation to Obligorsany Obligor. The foregoing Transfer to the Trust is and shall be made to the Trustee, merchant bankson behalf of the Trust, merchants’ clearance systems, VISA, MasterCard or insurersand each reference in this Agreement to such Transfer shall be construed accordingly. The Transferor agrees to record and filefile from time to time, at its own expense, financing statements and other documents (and amendments thereto thereto, assignments thereof and continuation statements, when applicable) with respect to the Receivables and the other Trust Assets now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment Transfers of such the Receivables and the other Trust Assets to the TrusteeTrust, and to deliver a file file- stamped copy of each any such financing statement or amendment other document or other evidence of such filing to the Trustee on or prior to the Substitution Transfer Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file any such financing statements, documents, amendments, assignments or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such assignmentTransfer or to monitor the status of the perfection evidenced by such filings. The Servicer and the Transferor further agreesagree, at its their own expense, (i) on or prior to (A) the Substitution DateTransfer Date to ▇▇▇▇ their computer records in a manner reasonably calculated to indicate that the Trust Assets have been conveyed, in the case of any Originator, to the Transferor in accordance with the Receivables Purchase Agreements and, in the case of the Initial AccountsTransferor, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing in accordance with this Agreement and any Receivables Purchase Agreement, for the parties hereto and thereto do not intend to cancel, release or in any way impair benefit of the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this AgreementCertificateholders. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this AgreementThe Trustee agrees to use its best efforts, and shall cause its agents or representatives to use their best efforts, to hold in confidence all Confidential Information; provided that nothing herein shall prevent the Trustee from delivering copies of any supplement existing in connection with such series shall constitute financial statements and other documents constituting Confidential Information, or disclosing any other Confidential Information, (i) to a Supplement executed hereunder. (c) All references Successor Servicer or as required by a Requirement of Law applicable to the Prior PSA Trustee, (ii) as required in the performance of the Trustee's duties hereunder, (iii) as required in enforcing the rights of the Certificateholders hereunder, (iv) to each Enhancement Provider, (v) as provided in any other instruments Supplement or documents shall be deemed (vi) to constitute references any affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to this Agreement. All references in know the same, provided that the Trustee advises such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” recipient of receivables the confidential nature of the information being disclosed and related assets under the Prior PSA shall be deemed to include reference to Funding in each such capacity hereunder. (d) Subject to clause (f) below, Funding hereby recipient agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in be bound by the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date terms of this Pooling and Servicing Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this Agreement, the Transferor hereby transfers, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. Each Account will continue to be owned by the related Account Owner and is not a Trust Asset. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed AccountsAccounts and Eligible to Purge Accounts that have been purged from the Transferor’s books and records pursuant to Subsection 2.09(d)), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts and Eligible to Purge Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) 1. The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) 2. All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) 3. All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) 4. Subject to clause (f5) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) 5. To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. (a) By execution of this Agreement, the Transferor does hereby transferstransfer, assignsassign, sets set-over and otherwise conveys convey without recourse, except as expressly provided herein (the making of such transfer, assignment, set-over and conveyance being a "Transfer", and so to transfer, assign, set-over and otherwise convey being to "Transfer") to the Trustee Trust, for the benefit of the Certificate- holders: (i) all of its the Transferor's right, title and interest, whether now owned or hereafter acquired, interest in, to and under the all Transferor Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), Date and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time, and conveyed to the Transferor under the Receivables Purchase Agreement from time in such Accounts to time, until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all Revolving Period of the foregoinglast outstanding Series, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all Collections and other amounts received or receivable from time to time with respect to all of the foregoing such Transferor Receivables and all proceeds (including “including, without limitation, "proceeds” " as defined in the UCCUCC of the jurisdiction the law of which governs the perfection of the interest in the Transferor Receivables transferred hereunder) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee ; and (ii) all of its the Transferor's rights, remedies, powers, powers and privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the TrusteeAgreement. The Such property described in the two preceding sentencessentence, together with all monies from time to time on deposit in, and all Eligible Investments and other property securities, instruments and other investments purchased from funds on deposit in the Collection Accountin, the Excess Funding Account, the Series Accounts Concentration Account and any Series Enhancement Account, and any Enhancements shall constitute the assets of the Trust (collectively the “"Trust Assets”"). The foregoing Transfer does not constitute and is not intended to result in the creation or an assumption by the Trust, the Trustee, any Investor Certificateholder Trustee or any Series Enhancer Certificateholder of any obligation of the TransferorServicer, W-P Steel, the Servicer, an Account Owner Transferor or any other Person in connection with the Accounts, Receivables or under the Receivables or the Funds Collateral Purchase Agreement or under any agreement or instrument relating thereto, including including, without limitation, any obligation to Obligorsany Obligor. The foregoing Transfer to the Trust shall be made to the Trustee, merchant bankson behalf of the Trust, merchants’ clearance systems, VISA, MasterCard or insurersand each reference in this Agreement to such Transfer shall be construed accordingly. The Transferor agrees to record and filefile from time to time, at its own expense, financing statements and other documents (and amendments thereto thereto, assignments thereof and continuation statements, when applicable) with respect to the Receivables and the other Trust Assets now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment Transfers of such the Receivables and the other Trust Assets to the TrusteeTrust, and to deliver a file file-stamped copy of each such a financing statement or amendment other document or other evidence of such filing to the Trustee on or prior to the Substitution Closing Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements statements, documents, amendments, assignments or amendments thereto continuation statements, or to make any other filing under the UCC in connection with such assignmentTransfer. The W-P Steel and the Transferor further agreesagree, at its their own expense, (i) on or prior to (A) the Substitution DateClosing Date to mark their computer records in a manner reasonably calculated ▇▇ indicate that the Receivables have been conveyed, in the case of W-P Steel, to the Transferor in accordance with the Receivables Purchase Agreement and, in the case of the Initial AccountsTransferor, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing in accordance with this Agreement and any Receivables Purchase Agreement, for the parties hereto and thereto do not intend to cancel, release or in any way impair benefit of the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this AgreementCertificateholders. (b) All series The Trustee hereby agrees not to disclose to any Person any information delivered to the Trustee from time to time with respect to the Receivables or any Obligor except (i) to a Successor Servicer or as required by a Requirement of investor certificates issued under Law applicable to the Prior PSA Trustee, (ii) as required in the performance of the Trustee's duties hereunder, (iii) as required in enforcing the rights of the Certificateholders hereunder or (iv) as provided in any Supplement. The Trustee agrees to take such measures as shall constitute Series issued be reasonably requested by the Transferor to protect and outstanding under this Agreementmaintain the security and confidentiality of such information and, and any supplement existing in connection with such series therewith, will allow the Transferor to inspect the Trustee's security and confidentiality arrangements from time to time during normal business hours. The Trustee shall constitute a Supplement executed hereunder. (c) All references use its best efforts to provide the Prior PSA in Transferor written notice at least five Business Days prior to any other instruments or documents shall be deemed to constitute references disclosure pursuant to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA Section and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicableevent will provide written notice whenever disclosure is made.

Transfer of Receivables. By execution of this AgreementSeller does hereby transfer, the Transferor hereby transfers, assigns, sets assign ----------------------- and set-over and otherwise conveys to the Trustee Trust for the benefit of the Certificateholders, without recourse, all of its right, title and interest, whether now owned or hereafter acquired, interest of Seller in, to and under the Receivables now existing at the close of business on the Trust Cut-Off Date, in the case of Receivables and hereafter created and arising in connection with the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Recoveries, Collections and other proceeds thereof and Insurance Proceeds relating thereto, the rights to receive certain amounts paid or payable as Interchange (if and to the extent provided for in any Supplement), all amounts received rights to security for any Receivables (including without limitation rights to bank accounts or receivable certificates of deposit pledged as collateral), the right to any Enhancement with respect to any Series, Transferred Assets acquired by Seller under the Receivables Purchase Agreement, rights described in clause (a)(ii) of the definition of "Existing Assets" in the -------------- Receivables Purchase Agreement, rights under the Receivables Purchase Agreement relating to assets that have been transferred or contributed under the Receivables Purchase Agreement (other than the right to acquire such assets under Sections 2.1(a) and 2.1(b) thereof) and all proceeds and products of all --------------- ------ of the foregoing and all proceeds (including “proceeds” as defined in collectively, the UCC) thereof"Trust Assets"). The Transferor does hereby further ------------ In connection with such transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor Seller agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets Assets, including the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-102 of the UCC as in effect in the applicable jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfect the perfection of, transfer of the assignment of such Trust Assets from Seller to the TrusteeTrust, and to deliver a file file-stamped copy copies of each such financing statement or amendment statements or other evidence of such filing filings (which may, for purposes of this Section 2.1, consist of telephone confirmations of such filings) to the ----------- Trustee on or prior to the Substitution Date, in date of initial issuance of the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation InterestsCertificates. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in In connection with such assignment. The Transferor transfer, Seller further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and Closing Date (Bi) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (records, including the appropriate computer files) files of the Receivables, that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed transferred to the Trustee Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that a computer file or microfiche list containing a true and complete list of all such Account Schedule shall be provided in respect Accounts, identified by account number and by the Receivables balance and Principal Receivables balance as of Automatic Additional Accounts on the Cut Off Date. Such file or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, list shall be marked as Schedule 1 to this Agreement ---------- Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Once The parties intend that, in the books event this Agreement shall not be effective to transfer, assign and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered set over to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets Assets, Seller shall be deemed hereunder to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants have granted to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under property described in the Receivables, the Funds Collateral and the other Trust Assetsfirst paragraph of this Section ------- 2.1, and that this Agreement shall constitute a security agreement under --- applicable law. Seller and Servicer acknowledge that all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters instruments (including certificates of credit, letter-of-credit rights deposit) and oil, gas and other minerals consisting of, arising from or related bank accounts the security interest in which has been transferred to the Trust Assetshereby and which are maintained with Servicer or of which Servicer has possession, shall be so maintained and held by Servicer on behalf and for the benefit of the Trust, in accordance with the terms of this Agreement. Additionally, for purposes of perfecting the Trustee's security interest in bank accounts pledged to Seller, which security interest Seller has transferred to the Trustee hereunder, this Agreement constitutes and shall be deemed (i) notice to Seller and Servicer by the Trustee of the Trustee's security interest in such bank accounts, and all proceeds thereof, (ii) Seller and Servicer's acknowledgment of and consent to secure its obligations hereunderthe Trustee's notice and the Trustee's security interest in such bank accounts. By executing this Agreement and any the Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. FCNB, in their respective capacities its capacity as a “"Seller” " under the Prior PSAExisting Pooling Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (ai) Any transfer, assignment or other conveyance by FCNB to the Seller of assets under the Receivables Purchase Agreement shall be subject to any rights in such assets granted by FCNB, as "Seller" under the Existing Pooling Agreement, to the Trustee pursuant to the Existing Pooling Agreement. (ii) The Trust trust created by and maintained under the Prior PSA Existing Pooling Agreement shall continue to exist and be maintained under this Agreement. (biii) All series of investor certificates issued under the Prior PSA Existing Pooling Agreement shall constitute Series issued and outstanding under this Agreement, and any supplement existing executed in connection with such series shall constitute a Supplement executed hereunder. (civ) All references to the Prior PSA Existing Pooling Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B FCNB in their respective capacities its capacity as a “the "Seller” " of receivables and related assets under the Prior PSA Existing Pooling Agreement shall be deemed to include reference to Funding the Seller in such capacity hereunder. (dv) Subject to clause (f) below, Funding The Seller hereby assumes and agrees to perform all obligations of Capital One and F.S.B.FCNB, in their respective capacities its capacity as a “"Seller” " (but not, in the case of Capital One, not as “"Servicer”"), under or in connection with the Prior PSA Existing Pooling Agreement (as amended and restated by this Agreement) and any Supplements supplements to the Prior PSAExisting Pooling Agreement, specifically including obligations under Section 2.4(d) and Section 2.4(e). For the avoidance -------------- -------------- of doubt, FCNB shall continue to be liable for all representations, warranties and covenants made by it as "Seller" under the Existing Pooling Agreement. (evi) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this AgreementRPA Closing Date, Capital One’s or F.S.B.’s, as applicable, taking FCNB's execution of such action under the Prior PSA Existing Pooling Agreement shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this On the Closing Date and simultaneously with the transactions to be consummated on the Closing Date pursuant to the [Sale and Servicing Agreement] or [Pooling and Servicing Agreement], the Transferor hereby transfersSeller shall sell, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, grant, set over and otherwise convey to the Trustee Purchaser, without recourse (subject to the obligations herein), whether now or hereafter acquired: (i) all right, title and interest of its rightsthe Seller in and to the Receivables and all monies received thereon (other than any proceeds from any Dealer commission) on or after the Cutoff Date and, remedies, powers, privileges and claims under or with respect to Receivables which are Actuarial Receivables, all monies received thereon prior to the Receivables Purchase Agreements Cutoff Date that are due on or after the Cutoff Date; (whether arising ii) all right, title and interest of the Seller in and to the security interests of the Seller or the related Originator in the Financed Vehicles granted by Obligors pursuant to the terms Receivables and any other interest of the Receivables Purchase Agreements Seller in such Financed Vehicles; (iii) all right, title and interest of the Seller in and to any proceeds from claims on any physical damage, repossession loss, skip, credit life and credit accident, vendor's single interest and health insurance policies or otherwise available certificates relating to the Transferor at law Financed Vehicles or in equity)the Obligors; (iv) all right, including the rights title and interest of the Transferor to enforce the Receivables Purchase Agreements Seller in and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or refunds for the costs of extended service contracts with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentencesFinanced Vehicles, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets refunds of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) unearned premiums with respect to the Trust Assets meeting the requirements of applicable state law in such manner credit life and in such jurisdictions as are necessary to perfect, credit accident and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement health insurance policies or amendment -3- certificates covering an Obligor or other evidence of such filing to the Trustee on Financed Vehicle or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on his or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated her obligations with respect to a Financed Vehicle and any Account or Participation Interest, recourse to Dealers for any of the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty foregoing; (30v) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee Seller in 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 Trust Assets to continue to be perfected with related Dealer Agreement or a default by an Obligor resulting in the priority required repossession of the Financed Vehicle under such Dealer Agreement; and (vi) the proceeds of any and all of the foregoing (collectively, the "TRUST Property"). It is the intention of the parties hereto that the transfer and assignment contemplated by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all sale of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral Receivables and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising Property from or related the Seller to the Trust AssetsPurchaser, conveying good title thereto free and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and clear of any Receivables Purchase Agreement, Liens (however the parties hereto understand that the Lien of the applicable Originator will be noted on the certificate of title to the Financed Vehicles), and thereto do the Receivables and the other Trust Property shall not intend to cancelbe part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. In the event that, release or in any way impair notwithstanding the conveyance made by Capital One or F.S.B. in their respective capacities as a “intent of the Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge transaction and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue assignment contemplated hereby is held not to exist and be maintained under a sale, this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series Agreement shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as grant of a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, security interest in the case property referred to in this Section 2.1 for the benefit of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSAPurchaser. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this AgreementThe Transferor does hereby transfer, the Transferor hereby transfersassign, assigns, sets set over and otherwise conveys convey, without recourse (except as expressly provided in the Transfer and Servicing Agreement), to the Trustee Issuer, on the Addition Date all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables arising in connection with such Additional Accounts and all Related Security with respect thereto, owned by the Transferor and existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), Date and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoingtime, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including “"proceeds” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereof. The Transferor does hereby further foregoing transfer, assignassignment, set set-over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing conveyance does not constitute and is not intended to result in the creation creation, or an assumption by the TrustIssuer, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Servicer, the Transferor, the Servicer, an Account Owner Ford or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligorsany Dealers or Ford. In connection with such transfer, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The the Transferor agrees to record and file, at its own expense, a financing statements statement on form UCC-1 (and amendments thereto continuation statements when applicable) with respect to the Trust Assets Receivables now existing and hereafter created for the sale of chattel paper, payment intangibles, general intangibles or accounts (as defined in the UCC as in effect in the applicable jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, perfect the transfer and maintain the perfection of, the assignment of such Trust Assets the Receivables and the Related Security to the TrusteeIssuer, and to deliver a file file-stamped copy of each such financing statement or amendment statements or other evidence of such filing to the Trustee Issuer on or prior to before the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be Issuer is under no obligation whatsoever to file such financing statements statement, or amendments thereto a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such assignmenttransfer. The In connection with such transfer, the Transferor further agrees, at its own expense, (i) on or prior to (A) before the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including computer files that the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets Related Security (A) have been conveyed transferred or assigned to the Issuer pursuant to this Assignment and then (B) pledged by the Issuer to the Indenture Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to Indenture for the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest benefit of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement Noteholders and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this AgreementSeries Enhancers. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution From the date of this Receivables Purchase Agreement, the Transferor hereby transfersSeller and the Purchaser agree that upon the origination or existence of a Receivable there will be, assigns, sets over without the need of any further transmittal acts (as specified under article 765 of the Commercial Code and otherwise conveys to the Trustee extent applicable article 21 of the Movable Property Security Law), an assignment and/or a transfer to Purchaser and without recourse (subject to the obligations herein) of all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination interest of the TrustSeller in and to the following (collectively, the Funds Collateral securing "Transferred Property"): (i) such Receivables, Receivable and all Interchange allocable to the Trust as provided herein, all Recoveries monies received thereunder and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts other recoveries received or receivable with respect to such Receivable; (ii) the security interest in the goods granted by any account debtor pursuant to such Receivable and any other interest or right of the Seller in such goods arising from any applicable law or from any existing agreements with such account debtor; (iii) the security interest and/or any credit rights in any proceeds from claims in respect of any physical damage relating to the goods securing such Receivable; (iv) the Receivable File related to such Receivable; (v) all property that secures such Receivable that has been acquired by or on behalf of the Seller (including promissory notes and chattel paper); (vi) all credit rights arising from the related Master Sourcing Agreement or any purchase order, invoice, promissory note or ▇▇▇▇ of exchange issued in connection with such receivable as well as any rights in connection with an account debtor default in respect of such receivable; (vii) the proceeds of any and all of the foregoing; and (viii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims payments on or under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment proceeds of every kind and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation nature whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on any or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s rightforegoing, title and interestincluding all proceeds of the conversion, whether now owned voluntary or hereafter acquiredinvoluntary, ininto cash or other liquid property, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all moneycash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instrumentschecks, documentsinsurance proceeds, goodscondemnation awards, investment property, deposit accounts, letters rights to payment of credit, letter-of-credit rights any and oil, gas every kind and other minerals consisting offorms of obligations and receivables, arising from instruments and other property which at any time constitute all or related to part of or are included in the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and of any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting of the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this Agreement, the Transferor hereby transfers, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “"proceeds” " as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “"Trust Assets”"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ ' clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s 's right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “"Seller” " under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this AgreementSeller does hereby transfer, the Transferor hereby transfers, assigns, sets assign ----------------------- and set-over and otherwise conveys to the Trustee Trust for the benefit of the Certificateholders, without recourse, all of its right, title and interest, whether now owned or hereafter acquired, interest of Seller in, to and under (i) the Receivables now existing at the close of business on the Trust Cut-Off Date, in the case of Receivables and hereafter created and arising in connection with the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due with respect thereto (including all Finance Charge Receivables), (ii) all Recoveries, Collections and other proceeds thereof and Insurance Proceeds relating thereto, (iii) all amounts received or receivable rights to security for any Receivables, (iv) the right to any Enhancement with respect to any Series, (v) the Receivables Purchase Agreement and (vi) all proceeds and products of all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereofforegoing. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentencesSuch property, together with all monies and other property investments on deposit deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts and maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the “"Trust Assets”"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in In connection with the Accountssuch transfer, the Receivables or the Funds Collateral or under any agreement or instrument relating theretoassignment and set-over, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor Seller agrees to record and file, at its own expense, financing statements (and amendments thereto including any continuation statements with respect to such financing statements when applicable) with respect to the Trust Assets Receivables now existing and hereafter created for the transfer of accounts and general intangibles (as defined in Section 9- 106 of the UCC as in effect in the State of Illinois) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfect the perfection of, transfer of the assignment of such Trust Assets Receivables from Seller to the TrusteeTrust, and to deliver a file file-stamped copy copies of each such financing statement or amendment statements or other evidence of such filing filings (which may, for purposes of this Section 2.1, consist of telephone confirmations of such filings with the file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the Substitution Date, date of Initial Closing Date and in the case of Trust Assets relating any continuation statements filed pursuant to this Section 2.1, as soon as practicable after receipt thereof by the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation InterestsSeller. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in In connection with such assignment. The Transferor transfer, Seller further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and Closing Date (Bi) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (records, including the appropriate computer files) files of the Receivables, that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed transferred to the Trustee Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that a computer file or microfiche list containing a true and complete list of all such Account Schedule shall be provided in respect Accounts, identified by account number and by the Receivable balance as of Automatic Additional Accounts on the Cut Off Date. Such file or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, list shall be marked as Schedule 1 to this Agreement Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Once The parties intend that, in the books event this Agreement shall not be effective to transfer, assign and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered set over to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets property, Seller shall be deemed hereunder to continue to be perfected with the priority required by this Agreement, and has delivered have granted to the Trustee an Opinion a first perfected security interest in all of Counsel to such effect. The parties to the property described in the first paragraph of this Section 2.1, and that this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. (a) By execution of this Agreement, the Transferor does hereby transfers(x) transfer, assignsassign, sets set over and otherwise conveys convey, without recourse (except as expressly provided herein), to the Trustee Issuer, for the benefit of the Noteholders and any Series Enhancers, the following property and (y) grant a security interest in the following property to the Issuer, for the benefit of the Noteholders and any Series Enhancers, in each case, on and as of the dates specified below: (i) on the first Series Issuance Date, (A) all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under each Receivable arising in connection with each Initial Account and all Related Security, including Transferor's interest in the Receivables existing security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, with respect thereto owned by the Transferor at the close of business on the Trust Cut-Off Date, in (B) all of its rights under the case related Sales and Service Agreement, (C) all of Receivables arising in the Initial Accounts (including Related Accounts its rights under intercreditor agreements with third-party creditors of Dealers with respect to such Initial the designated Accounts), and (D) all of its right under the related Repurchase Agreements, (E) all of its rights under each related Floorplan Financing Agreement, (F) the proceeds of the foregoing, with respect thereto owned by the Transferor at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, G) all monies due or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including “"proceeds” ," as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee Recoveries thereof and (H) all of its rights, remedies, powerspowers and privileges with respect to such Receivable under the related Floorplan Financing Agreement and the Receivables Purchase Agreement; (ii) on the applicable Addition Date, privileges (A) all of its right, title and claims interest in, to and under or each Receivable arising in connection with each Additional Account and all Related Security, including Transferor's interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, with respect thereto owned by the Transferor at the close of business on the applicable Additional Cut-Off Date, (B) all of its rights under the related Sales and Service Agreement, (C) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to the Receivables Purchase Agreements designated Accounts, (whether arising pursuant D) all of its right under the related Repurchase Agreements, (E) all of its rights under each related Floorplan Financing Agreement, (F) the proceeds of the foregoing, with respect thereto owned by the Transferor at the close of business on the Additional Cut-Off Date, (G) all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds," as defined in the terms UCC) and Recoveries thereof and (H) all of its rights, remedies, powers and privileges with respect to such Receivable under the related Floorplan Financing Agreement and the Receivables Purchase Agreements Agreement; and (iii) on each Business Day occurring before the earlier of (x) the occurrence of an Early Amortization Event specified in clause (2) of the definition thereof or otherwise available (y) the Trust Termination Date, on which day a new Receivable is created in connection with the Accounts (each such Business Day being a "Transfer Date"), (A) all of its right, title and interest in, to and under such Receivable and all Related Security, including Transferor's interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, with respect thereto owned by the Transferor at law or in equity)the close of business on the applicable Transfer Date and not previously transferred to the Issuer pursuant hereto, including (B) all of its rights under the related Sales and Service Agreement, (C) all of its rights under intercreditor agreements with third-party creditors of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or Dealers with respect to the Receivable Purchase Agreements to designated Accounts, (D) all of its right under the same extent as related Repurchase Agreements, (E) all of its rights under each related Floorplan Financing Agreement, (F) the proceeds of the foregoing, with respect thereto owned by the Transferor could but for at the assignment close of business on the Transfer Date, (G) all monies due or to become due and security interest granted to the Trustee. The property described all amounts received with respect thereto and all proceeds (including "proceeds," as defined in the two preceding sentencesUCC) and Recoveries thereof and (H) all of its rights, together remedies, powers and privileges with all monies respect to such Receivable under the related Floorplan Financing Agreement and other property on deposit in the Collection AccountReceivables Purchase Agreement. (b) The foregoing transfers, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets subsequent transfers of the Trust (the “Trust Assets”). The foregoing does additional assets, do not constitute constitute, and is are not intended to result in in, the creation or an assumption by the Trust, Issuer or the Trustee, any Investor Certificateholder or any Series Enhancer Owner Trustee of any obligation of the Transferor, the Servicer, an Account Owner the Seller, NML, NNA or any other Person in connection with the Accounts, the related Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligorsany Dealers, merchant banks, merchants’ clearance systems, VISA, MasterCard NML or insurersNNA. The foregoing transfers are not transfers of the Accounts; they are transfers of the Receivables arising in connection therewith. (c) In connection with such transfers, the Transferor agrees to will record and file, at its own expense, a financing statements statement on form UCC-1 or any other applicable form (and amendments thereto continuation statements when applicable) with respect to the Trust Assets Receivables transferred by the Transferor for the sale of chattel paper, payment intangibles, general intangibles or accounts (each as defined in the UCC as in effect in the applicable jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, perfect the sale and maintain the perfection of, the assignment of such Trust Assets the Receivables and the Related Security to the TrusteeIssuer, and to deliver a file file-stamped copy of each such financing statement or amendment statements or other evidence of such filing to the Trustee Issuer on or prior to before the Substitution first Series Issuance Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation InterestsAccounts. The Owner Trustee shall or Indenture Trustee will be under no obligation whatsoever to file such financing statements statement, or amendments thereto a continuation statement to such financing statement, or to make any other filing under the UCC applicable law in connection with such assignment. The Transferor further agreestransfers. (d) In connection with such transfers, at its own expense, (i) on or prior to (A) before the Substitution first Series Issuance Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of Additional Accounts, the Additional Accounts Transferor will: (i) indicate in its computer files, and cause the Participation Interests, Seller to indicate in its books and records (including computer files as required by the appropriate computer files) Receivables Purchase Agreement, that the Receivables created arising in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets Related Security: (A) have been conveyed sold or assigned, as the case may be, to the Trustee Transferor pursuant to the related Receivables Purchase Agreement, then (B) transferred by the Transferor to the Issuer pursuant to this Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders and any Series Enhancers pursuant to the Indenture; (ii) on or prior to each such date referred to in clause (i)the case of the Initial Accounts, to deliver to the Owner Trustee an (or cause the Seller to do so) a computer file or written list of such Initial Accounts specifying the identity of such Initial Accounts and the Principal Receivables arising in connection therewith as of the Cut-Off Date (such file or list, the "Initial Account Schedule Schedule"); and (provided that iii) in the case of Additional Accounts, deliver to the Owner Trustee (or cause the Seller to do so) a computer file or written list of such Account Schedule shall be provided in respect of Automatic Additional Accounts on specifying the identity of such Additional Accounts and the Principal Receivables arising in connection therewith as of the Additional Cut-Off Date (such file or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occurlist, an "Additional Account Schedule"). Each The Account Schedule, as amended, supplemented or otherwise modified from time to time, shall time will be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once The Owner Trustee is under no obligation whatsoever to verify the books accuracy or completeness of the information contained in the Account Schedule at any time. (e) As consideration for the transfer of Receivables arising in connection with each Initial Account and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect Related Security, on the first Series Issuance Date the Issuer will pay to any Account or Participation Interest, the Transferor further agrees not an amount equal to alter $1,316,539,846.26 in the form of cash, an increase in value of the Transferor Interest (if the Transferor is the holder of the Transferor Interest) and other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such indication during date. On any date after the remaining term of this Agreement, other than first Series Issuance Date on which the Transferor has acquired from NMAC additional Receivables and Related Security pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto Issuer shall purchase such assets from the Transferor. In consideration for any such purchase of Receivables and thereto do the Related Security, the Issuer will pay to the Transferor an amount equal to the amount paid therefor by the Transferor in the form of any cash drawn from amounts on deposit in the Collection Account or the Excess Funding Account which amounts have not intend been allocated to cancelthe Noteholders or the holders of the Transferor Interest pursuant to the Indenture or any Indenture Supplement and other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, release or taking into account the quality of such Receivables, the Transferor's cost of acquiring such Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and event not be maintained under this Agreementless than reasonably equivalent value therefor. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this ----------------------- Agreement, the Transferor Depositor does hereby transferssell, assignstransfer, sets assign, set over and otherwise conveys convey to the Trustee Trustee, on behalf of the Trust, for the benefit of the Certificateholders, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables existing at the close opening of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies moneys due or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including “"proceeds” " as defined in the UCC, and Recoveries but excluding Insurance Proceeds) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remediestitle and interest in, powers, privileges to and claims under or with respect to the Receivables Purchase Agreements (whether arising Interchange payable pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equitySection 2.07(i), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentencesSuch property, together with all monies and other property moneys on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “"Trust Assets”"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the TransferorDepositor, the Servicer, an Account Owner Servicer or any other Person in connection with the Accounts, Accounts or the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ merchants clearance systems, VISA, MasterCard or insurers. The Transferor Depositor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets Receivables now existing and hereafter created in the Accounts meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the sale and assignment of such Trust Assets Receivables to the TrusteeTrust, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 2.01, consist of telephone confirmation of such filing) to the Trustee on or prior to the Substitution first Closing Date, in the case of Trust Assets relating to such Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to such Receivables arising in Additional Accounts and Participation InterestsAccounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such sale and assignment. The Transferor Depositor further agrees, at its own expense, (ia) on or prior to (Ax) the Substitution first Closing Date, in the case of the Initial Accounts, and (By) the applicable Addition Date, in the case of Additional Accounts, and (z) the Additional Accounts and applicable Removal Date, in the Participation Interestscase of Removed Accounts, to indicate clearly and unambiguously in its books and records (including the appropriate computer files) files that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets ) have been conveyed to the Trustee Trust pursuant to this Agreement for the benefit of the Certificateholders and (iib) on or prior to each such date referred to in clause (i)the applicable Document Delivery Date, to deliver to the Trustee an Account Schedule (provided that a computer file on media and in a file format reasonably acceptable to the Trustee or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Trust Cut-Off Date, in the case of the Account, as of the Trust Cut-Off Date, in the case of the Initial Accounts, the applicable Additional Cut-Off Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of the Removed Accounts, its account number, the collection status, the aggregate amount outstanding in such Account Schedule shall be provided and the aggregate amount of Principal Receivables outstanding in respect of Automatic Additional Accounts on such Account. Such file or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedulelist, as supplemented from form time to timetime to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this On the Closing Date and simultaneously with the transactions to be consummated pursuant to the Pooling and Servicing Agreement, the Transferor hereby transfersSeller shall sell, assignstransfer, sets assign, grant, set over and otherwise conveys convey to the Trustee Purchaser, without recourse (subject to the obligations herein and in the Pooling and Servicing Agreement), all of its right, title and interest, whether now owned or hereafter acquired, in, interest of the Seller in and to and under (i) the Samco Receivables existing at the close of business on the Trust Cut-Off Date, listed in the case Samco Schedule of Receivables arising in the Initial Accounts (including Related Accounts and, with respect to such Initial Accounts), and at the close Rule of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such 78's Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts thereon after the Cutoff Date (including Scheduled Payments due after the Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or receivable before the Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Samco Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Samco Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Samco Receivables or the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Samco Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Samco Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; (v) the Receivable File related to each Samco Receivable; and (vi) the proceeds of any and all of the foregoing (collectively, the "TRANSFERRED SAMCO PROPERTY" and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection AccountTransferred CPS Property, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”"TRANSFERRED PROPERTY"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this On the Closing Date and simultaneously with the transactions to be consummated pursuant to the Pooling and Servicing Agreement, the Transferor hereby transfersSeller shall sell, assignstransfer, sets assign, grant, set over and otherwise conveys convey to the Trustee Purchaser, without recourse (subject to the obligations herein and in the Pooling and Servicing Agreement), (i) all of its right, title and interest, whether now owned or hereafter acquired, in, interest of the Seller in and to and under the Receivables existing at the close of business on the Trust Cut-Off Date, listed in the case Schedule of Receivables arising in the Initial Accounts (including Related Accounts and, with respect to such Initial Accounts), and at the close Rule of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such 78's Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts thereon after the Cutoff Date (including Scheduled Payments due after the Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received or receivable by the Seller before the Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Receivables; (ii) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in the Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, such other evidence of ownership with respect to Financed Vehicles; (iii) all right, title and interest of the Seller in and to any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles or the Obligors thereunder; (iv) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (v) the Receivable File related to each Receivable; and (vi) the proceeds of any and all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Accountcollectively, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”"Transferred Property"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this AgreementSeller does hereby transfer, the Transferor hereby transfers, assigns, sets ----------------------- assign and set-over and otherwise conveys to the Trustee Trust for the benefit of the Certificateholders, without recourse, all of its right, title and interest, whether now owned or hereafter acquired, interest of Seller in, to and under the Receivables now existing at the close of business on the Trust Cut-Off Date, in the case of Receivables and hereafter created and arising in connection with the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Recoveries, Collections and other proceeds thereof and Insurance Proceeds relating thereto, the rights to receive certain amounts paid or payable as Interchange (if and to the extent provided for in any Supplement), all amounts received rights to security for any Receivables (including without limitation rights to bank accounts or receivable certificates of deposit pledged as collateral), the right to any Enhancement with respect to all any Series, Transferred Assets acquired by Seller under the Receivables Purchase Agreement, rights described in clause (a)(ii) of the foregoing definition of "Existing Assets" in the -------------- Receivables Purchase Agreement, rights under the Receivables Purchase Agreement relating to assets that have been transferred or contributed under the Receivables Purchase Agreement (other than the right to acquire such assets under Sections 2.1(a) and 2.1(b) thereof) and all proceeds and products of all of --------------- ------ the foregoing (including “proceeds” as defined in collectively, the UCC) thereof"Trust Assets"). The Transferor does hereby further ------------ In connection with such transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor Seller agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets Assets, including the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-102 of the UCC as in effect in the applicable jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfect the perfection of, transfer of the assignment of such Trust Assets from Seller to the TrusteeTrust, and to deliver a file file-stamped copy copies of each such financing statement or amendment statements or other evidence of such filing filings (which may, for purposes of this Section 2.1, consist of ----------- telephone confirmations of such filings) to the Trustee on or prior to the Substitution Date, in date of initial issuance of the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation InterestsCertificates. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in In connection with such assignment. The Transferor transfer, Seller further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and Closing Date (Bi) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (records, including the appropriate computer files) files of the Receivables, that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed transferred to the Trustee Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that a computer file or microfiche list containing a true and complete list of all such Account Schedule shall be provided in respect Accounts, identified by account number and by the Receivables balance and Principal Receivables balance as of Automatic Additional Accounts on the Cut Off Date. Such file or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, list shall be marked as Schedule 1 to this Agreement Agreement, delivered to the Trustee as ---------- confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Once The parties intend that, in the books event this Agreement shall not be effective to transfer, assign and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered set over to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets Assets, Seller shall be deemed hereunder to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants have granted to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under property described in the Receivables, the Funds Collateral and the other Trust Assetsfirst paragraph of this Section 2.1, and that this Agreement shall constitute a ----------- security agreement under applicable law. Seller and Servicer acknowledge that all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters instruments (including certificates of credit, letter-of-credit rights deposit) and oil, gas and other minerals consisting of, arising from or related bank accounts the security interest in which has been transferred to the Trust Assetshereby and which are maintained with Servicer or of which Servicer has possession, shall be so maintained and held by Servicer on behalf and for the benefit of the Trust, in accordance with the terms of this Agreement. Additionally, for purposes of perfecting the Trustee's security interest in bank accounts pledged to Seller, which security interest Seller has transferred to the Trustee hereunder, this Agreement constitutes and shall be deemed (i) notice to Seller and Servicer by the Trustee of the Trustee's security interest in such bank accounts, and all proceeds thereof, (ii) Seller and Servicer's acknowledgment of and consent to secure its obligations hereunderthe Trustee's notice and the Trustee's security interest in such bank accounts. By executing this Agreement and any the Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. FCNB, in their respective capacities its capacity as a “"Seller” " under the Prior PSAExisting Pooling Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (ai) Any transfer, assignment or other conveyance by FCNB to the Seller of assets under the Receivables Purchase Agreement shall be subject to any rights in such assets granted by FCNB, as "Seller" under the Existing Pooling Agreement, to the Trustee pursuant to the Existing Pooling Agreement. (ii) The Trust trust created by and maintained under the Prior PSA Existing Pooling Agreement shall continue to exist and be maintained under this Agreement. (biii) All series of investor certificates issued under the Prior PSA Existing Pooling Agreement shall constitute Series issued and outstanding under this Agreement, and any supplement existing executed in connection with such series shall constitute a Supplement executed hereunder. (civ) All references to the Prior PSA Existing Pooling Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B FCNB in their respective capacities its capacity as a “the "Seller” " of receivables and related assets under the Prior PSA Existing Pooling Agreement shall be deemed to include reference to Funding the Seller in such capacity hereunder. (dv) Subject to clause (f) below, Funding The Seller hereby assumes and agrees to perform all obligations of Capital One and F.S.B.FCNB, in their respective capacities its capacity as a “"Seller” " (but not, in the case of Capital One, not as “"Servicer”"), under or in connection with the Prior PSA Existing Pooling Agreement (as amended and restated by this Agreement) and any Supplements supplements to the Prior PSAExisting Pooling Agreement, specifically including obligations under Section 2.4(d) and Section 2.4(e). -------------- -------------- For the avoidance of doubt, FCNB shall continue to be liable for all representations, warranties and covenants made by it as "Seller" under the Existing Pooling Agreement. (evi) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this AgreementRPA Closing Date, Capital One’s or F.S.B.’s, as applicable, taking FCNB's execution of such action under the Prior PSA Existing Pooling Agreement shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. (a) By execution of this Agreement, the Transferor does hereby transferstransfer, assignsassign, sets set over and otherwise conveys convey, without recourse (except as expressly provided herein), to the Trustee Issuer, for the benefit of the Noteholders and any Series Enhancers, the following property on and as of the dates specified below: (i) on the first Closing Date, (A) all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under each Receivable arising in connection with each Initial Account and all Related Security with respect thereto owned by the Receivables existing Transferor at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, B) all monies due or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including “"proceeds” ," as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee Recoveries thereof and (C) all of its rights, remedies, powers, powers and privileges and claims under or with respect to such Receivable under the Receivables Purchase Agreements Agreement; (whether ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Receivable arising pursuant in connection with each Additional Account and all Related Security with respect thereto owned by the Transferor at the close of business on the applicable Additional Cut-Off Date, (B) all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds," as defined in the terms UCC) and Recoveries thereof and (C) all of its rights, remedies, powers and privileges with respect to such Receivable under the Receivables Purchase Agreements Agreement; and (iii) on each Business Day occurring before the earlier of (x) the occurrence of an Amortization Event specified in Section 5.01(ii) of the Indenture or otherwise available (y) the Trust Termination Date, on which day a new Receivable is created in connection with the Accounts (each such Business Day being a "Transfer Date"), (A) all of its right, title and interest in, to and under such Receivable and all Related Security with respect thereto owned by the Transferor at law the close of business on the applicable Transfer Date and not previously transferred to the Issuer pursuant hereto, (B) all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds," as defined in equity)the UCC) and Recoveries thereof and (C) all of its rights, including the rights of the Transferor remedies, powers and privileges with respect to enforce such Receivable under the Receivables Purchase Agreements and to give or withhold any and all consentsAgreement. (b) The foregoing transfers, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the subsequent transfers of additional assets of the Trust (the “Trust including interests in any Other Floorplan Assets”). The foregoing does , do not constitute constitute, and is are not intended to result in in, the creation or an assumption by the Trust, Issuer or the Trustee, any Investor Certificateholder or any Series Enhancer Owner Trustee of any obligation of the Transferor, the Servicer, an Account Owner the Seller, Ford or any other Person in connection with the Accounts, the Receivables or related Receivables, the Funds Collateral Other Floorplan Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard any Dealers or insurersFord. The foregoing transfers are not transfers of the Accounts; they are transfers of the Receivables arising in connection therewith. (c) In connection with such transfers, the Transferor agrees to will record and file, at its own expense, a financing statements statement on form UCC-1 or any other applicable form (and amendments thereto continuation statements when applicable) with respect to the Trust Assets Receivables transferred by the Transferor for the sale of chattel paper, payment intangibles, general intangibles or accounts (each as defined in the UCC as in effect in the applicable jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, perfect the sale and maintain the perfection of, the assignment of such Trust Assets the Receivables and the Related Security to the TrusteeIssuer, and to deliver a file file-stamped copy of each such financing statement or amendment statements or other evidence of such filing to the Trustee Issuer on or prior to before the Substitution first Closing Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation InterestsAccounts. The Owner Trustee shall will be under no obligation whatsoever to file such financing statements statement, or amendments thereto a continuation statement to such financing statement, or to make any other filing under the UCC applicable law in connection with such assignment. The Transferor further agreestransfers. (d) In connection with such transfers, at its own expense, (i) on or prior to (A) before the Substitution first Closing Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of Additional Accounts, the Additional Accounts and Transferor will: (i) cause the Participation Interests, Seller to indicate in its books and records (including computer files as required by the appropriate computer files) Receivables Purchase Agreement, that the Receivables created arising in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets Related Security: (A) have been conveyed sold or assigned, as the case may be, to the Trustee Transferor pursuant to the related Receivables Purchase Agreement, then (B) transferred by the Transferor to the Issuer pursuant to this Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders and any Series Enhancers pursuant to the Indenture; (ii) on or prior to each such date referred to in clause (i)the case of the Initial Accounts, to deliver to the Owner Trustee an (or cause the Seller to do so) a computer file or written list of such Initial Accounts specifying the identity of such Initial Accounts and the Principal Receivables arising in connection therewith as of the Cut-Off Date (such file or list, the "Initial Account Schedule Schedule"); and (provided that iii) in the case of Additional Accounts, deliver to the Owner Trustee (or cause the Seller to do so) a computer file or written list of such Account Schedule shall be provided in respect of Automatic Additional Accounts on specifying the identity of such Additional Accounts and the Principal Receivables arising in connection therewith as of the Additional Cut-Off Date (such file or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occurlist, an "Additional Account Schedule"). Each The Account Schedule, as amended, supplemented or otherwise modified from time to time, shall time will be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once The Owner Trustee is under no obligation whatsoever to verify the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account accuracy or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest completeness of the Trustee information contained in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and Account Schedule at any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreementtime. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. (a) By execution of this Agreement, the Transferor does hereby transfersacknowledge and confirm that, assignspursuant to the Original Agreement on the Initial Closing Date it did, sets and hereby does continue to (x) transfer, assign, set over and otherwise conveys convey, without recourse (except as expressly provided herein), to the Trustee Issuer, for the benefit of the Noteholders and any Series Enhancers, the following property and (y) grant a security interest in the following property to the Issuer, for the benefit of the Noteholders and any Series Enhancers, in each case, on and as of the dates specified below: (i) on the first Series Issuance Date, (A) all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under each Receivable arising in connection with each Initial Account and all Related Security, including Transferor's interest in the Receivables existing security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, with respect thereto owned by the Transferor at the close of business on the Trust Cut-Off Date, in (B) all of its rights under the case related Sales and Service Agreement, (C) all of Receivables arising in the Initial Accounts (including Related Accounts its rights under intercreditor agreements with third-party creditors of Dealers with respect to such Initial the designated Accounts), and (D) all of its rights under the related Repurchase Agreements, (E) all of its rights under each related Floorplan Financing Agreement, (F) the proceeds of the foregoing, with respect thereto owned by the Transferor at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, G) all monies due or to become due and all amounts received or receivable with respect thereto (including all amounts received with respect to all amounts on deposit in the Cash Management Account as applied to reduce the principal amount of the foregoing any Receivable) and all proceeds (including “"proceeds” ," as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee Recoveries thereof and (H) all of its rights, remedies, powerspowers and privileges with respect to such Receivable under the related Floorplan Financing Agreement and the Receivables Purchase Agreement. (ii) on the applicable Addition Date, privileges (A) all of its right, title and claims interest in, to and under or each Receivable arising in connection with each Additional Account and all Related Security, including Transferor's interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, with respect thereto owned by the Transferor at the close of business on the applicable Additional Cut-Off Date, (B) all of its rights under the related Sales and Service Agreement, (C) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to the Receivables Purchase Agreements designated Accounts, (whether arising pursuant D) all of its rights under the related Repurchase Agreements, (E) all of its rights under each related Floorplan Financing Agreement, (F) the proceeds of the foregoing, with respect thereto owned by the Transferor at the close of business on the Additional Cut-Off Date, (G) all monies due or to become due and all amounts received with respect thereto (including all amounts received with respect to amounts on deposit in the terms Cash Management Account as applied to reduce the principal amount of any Receivable) and all proceeds (including "proceeds," as defined in the UCC) and Recoveries thereof and (H) all of its rights, remedies, powers and privileges with respect to such Receivable under the related Floorplan Financing Agreement and the Receivables Purchase Agreements Agreement; and (iii) on each Business Day occurring before the earlier of (x) the occurrence of an Early Amortization Event specified in clause (2) of the definition thereof or otherwise available (y) the Trust Termination Date, on which day a new Receivable is created in connection with the Accounts (each such Business Day being a "Transfer Date"), (A) all of its right, title and interest in, to and under such Receivable and all Related Security, including Transferor's interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, with respect thereto owned by the Transferor at law or in equity)the close of business on the applicable Transfer Date and not previously transferred to the Issuer pursuant hereto, including (B) all of its rights under the related Sales and Service Agreement, (C) all of its rights under intercreditor agreements with third-party creditors of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or Dealers with respect to the Receivable Purchase Agreements to designated Accounts, (D) all of its rights under the same extent as related Repurchase Agreements, (E) all of its rights under each related Floorplan Financing Agreement, (F) the proceeds of the foregoing, with respect thereto owned by the Transferor could but for at the assignment and security interest granted to close of business on the Trustee. The property described in the two preceding sentencesTransfer Date, together with (G) all monies due or to become due and other property all amounts received with respect thereto (including all amounts received with respect to amounts on deposit in the Collection AccountCash Management Account as applied to reduce the principal amount of any Receivable) and all proceeds (including "proceeds," as defined in the UCC) and Recoveries thereof and (H) all of its rights, remedies, powers and privileges with respect to such Receivable under the related Floorplan Financing Agreement and the Receivables Purchase Agreement. The parties intend that if the transfer is not deemed to be a sale, the Excess Funding AccountTransferor is deemed to have granted to the Issuer a first priority perfected security interest in all of the Transferor's right, title and interest in the Series Receivables arising in connection with the Accounts now existing and hereafter created, all Related Security, all other personal property described from time to time in Section 2.01(a) and all proceeds (including "proceeds," as defined in the UCC) and Recoveries thereof. (b) The foregoing transfers, and any Series Enhancement shall constitute the assets subsequent transfers of the Trust (the “Trust Assets”). The foregoing does additional assets, do not constitute constitute, and is are not intended to result in in, the creation or an assumption by the Trust, Issuer or the Trustee, any Investor Certificateholder or any Series Enhancer Owner Trustee of any obligation of the Transferor, the Servicer, an Account Owner the Seller, NML, NNA or any other Person in connection with the Accounts, the related Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligorsany Dealers, merchant banks, merchants’ clearance systems, VISA, MasterCard NML or insurersNNA. The foregoing transfers are not transfers of the Accounts; they are transfers of the Receivables arising in connection therewith. (c) In connection with such transfers, the Transferor agrees will, to the extent it has not done so, record and file, at its own expense, a financing statements statement on form UCC-1 or any other applicable form (and amendments thereto continuation statements when applicable) with respect to the Trust Assets Receivables transferred by the Transferor for the sale of chattel paper or accounts (each as defined in the UCC as in effect in the applicable jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, perfect the sale and maintain the perfection of, the assignment of such Trust Assets the Receivables and the Related Security to the TrusteeIssuer, and to deliver a file file-stamped copy of each such financing statement or amendment statements or other evidence of such filing to the Trustee Issuer on or prior to before the Substitution first Series Issuance Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation InterestsAccounts. The Owner Trustee shall or Indenture Trustee will be under no obligation whatsoever to file such financing statements statement, or amendments thereto a continuation statement to such financing statement, or to make any other filing under the UCC applicable law in connection with such assignment. The Transferor further agreestransfers. (d) In connection with such transfers, at its own expense, (i) on or prior to (A) before the Substitution first Series Issuance Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of Additional Accounts, the Additional Accounts Transferor has (in the case of the Initial Accounts) or will (to the extent it has not done so): (i) indicate in its computer files, and cause the Participation Interests, Seller to indicate in its books and records (including computer files as required by the appropriate computer files) Receivables Purchase Agreement, that the Receivables created arising in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets Related Security: (A) have been conveyed sold or assigned, as the case may be, to the Trustee Transferor pursuant to the related Receivables Purchase Agreement, then (B) transferred by the Transferor to the Issuer pursuant to this Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders and any Series Enhancers pursuant to the Indenture; (ii) on in the case of the Initial Accounts, delivered to the Owner Trustee (or prior cause the Seller to each do so) a computer file or written list of such date referred to Initial Accounts specifying the identity of such Initial Accounts and the Principal Receivables arising in clause connection therewith as of the Cut-Off Date (isuch file or list, the "Initial Account Schedule"); and (iii) in the case of Additional Accounts, to deliver to the Owner Trustee an Account Schedule (provided that or cause the Seller to do so) a computer file or written list of such Account Schedule shall be provided in respect of Automatic Additional Accounts on specifying the identity of such Additional Accounts and the Principal Receivables arising in connection therewith as of the Additional Cut-Off Date (such file or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occurlist, an "Additional Account Schedule"). Each The Account Schedule, as amended, supplemented or otherwise modified from time to time, shall time will be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once The Owner Trustee is under no obligation whatsoever to verify the books accuracy or completeness of the information contained in the Account Schedule at any time. (e) As consideration for the transfer of Receivables arising in connection with each Initial Account and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect Related Security, on the first Series Issuance Date the Issuer has paid to any Account or Participation Interest, the Transferor further agrees not an amount equal to alter $1,316,539,846.26 in the form of cash, an increase in value of the Transferor Interest (if the Transferor is the holder of the Transferor Interest) and other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such indication during date. On any date after the remaining term of this Agreement, other than first Series Issuance Date on which the Transferor has acquired from NMAC additional Receivables and Related Security pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto Issuer shall purchase such assets from the Transferor. In consideration for any such purchase of Receivables and thereto do the Related Security, the Issuer will pay to the Transferor an amount equal to the amount paid therefor by the Transferor in the form of any cash drawn from amounts on deposit in the Collection Account or the Excess Funding Account which amounts have not intend been allocated to cancelthe Noteholders or the holders of the Transferor Interest pursuant to the Indenture or any Indenture Supplement and other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, release or taking into account the quality of such Receivables, the Transferor's cost of acquiring such Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and event not be maintained under this Agreementless than reasonably equivalent value therefor. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution Subject to the last sentence of this Agreementsubsection 2.5(b), the Transferor hereby transfersCompany shall, assignswith respect to each Ineligible Receivable required to be transferred pursuant to subsection 2.5(a), sets deposit or cause to be deposited in the Collection Account in immediately available funds on the Business Day following the related Transfer Obligation Date an amount equal to the lesser of (x) the amount by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of each such Ineligible Receivable (the "TRANSFER DEPOSIT AMOUNT"). Upon transfer or deposit of the Transfer Deposit Amount, the Trust shall automatically and without further action be deemed to transfer, assign, set over and 45 otherwise conveys convey to the Trustee Company, without recourse, representation or warranty, all of its the right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close interest of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect and to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoingIneligible Receivable, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including “proceeds” thereof; and such transferred Ineligible Receivable shall be treated by the Trust as defined collected in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms full as of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property date on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interestswhich it was transferred. The Trustee shall be under no obligation whatsoever to file execute such financing statements documents and instruments of transfer or amendments thereto or to make any other filing under assignment prepared by and at the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case expense of the Initial Accounts, Company and (B) take such other actions as shall reasonably be requested by the applicable Addition Date, in Company to effect the case conveyance of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that such Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement subsection free and (ii) on or prior to each such date referred to in clause (i), to deliver to clear of the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect lien of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part all other liens created by the Trustee. Except as otherwise specified in any Supplement, the obligation of this Agreement. Once the books and records (including Company to deposit or cause to be deposited the appropriate computer files) referenced in clause (i) of this paragraph have been indicated Transfer Deposit Amount with respect to any Account Ineligible Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice on behalf of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this AgreementInvestor Certificateholders). (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this On the Closing Date and simultaneously with the transactions to be consummated pursuant to the Trust Agreement, the Transferor hereby transfersIndenture and the Sale and Servicing Agreement, assignsthe Seller shall sell, sets transfer, assign, grant, set over and otherwise conveys convey to the Trustee Purchaser, without recourse (subject to the obligations herein and in the Sale and Servicing Agreement), all of its right, title and interest, whether now owned or hereafter acquired, in, interest of the Seller in and to and under (i) the CPS Receivables existing at the close of business on the Trust Cut-Off Date, listed in the case Schedule of CPS Receivables arising in the Initial Accounts (including Related Accounts and, with respect to such Initial Accounts), and at the close Rule of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such 78's Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts thereon after the Cutoff Date (including Scheduled Payments due after the Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or receivable before the Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such CPS Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to such Financed Vehicles; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the CPS Receivables or the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the CPS Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a CPS Receivable or Financed Vehicle securing a CPS Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (v) the Receivable File related to each CPS Receivable; and (vi) the proceeds of any and all of the foregoing (collectively, the "Transferred CPS Property" and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies the Transferred Samco Property and other property on deposit in the Collection AccountTransferred Linc Property, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”"Transferred Property"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this Agreement, the Transferor ----------------------- each Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee Trustee, on behalf of the Trust, for the benefit of the Certificateholders, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable relating to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoingany Account, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including “"proceeds” " as defined in the UCCUCC and including Insurance Proceeds and Recoveries) thereof. The Transferor does hereby further transfer, assignand all its right, set over title and otherwise convey interest in, to and under the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising Interchange payable pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equitySection 2.07(i), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentencesSuch property, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “"Trust Assets”"). The foregoing does not constitute ------------ and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferorany Seller, the Servicer, an Account Owner Servicer or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ ' clearance systems, VISA, MasterCard or insurers. The Transferor Each Seller agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets Receivables and the Funds Collateral now existing and hereafter created in the Accounts meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the sale and assignment of such Trust Assets Receivables and Funds Collateral to the TrusteeTrust, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 2.01, consist of telephone confirmation of such filing) to the Trustee on or prior to the Substitution first Closing Date, in the case of Trust Assets relating to such Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to such Receivables and Funds Collateral arising in Additional Accounts and Participation InterestsAccounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such sale and assignment. The Transferor Each Seller further agrees, at its own expense, (ia) on or prior to (Ax) the Substitution first Closing Date, in the case of the Initial Accounts, and (By) the applicable Addition Date, in the case of Additional Accounts, and (z) the Additional Accounts applicable Removal Date, in the case of Removed Accounts, to indicate clearly and unambiguously in its computer files, and to cause the Participation Interests, Depository to indicate in its books and records (including the appropriate computer files) , that Receivables created in connection with with, and all Funds Collateral relating to, the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets ) have been conveyed to the Trustee Trust pursuant to this Agreement for the benefit of the Certificateholders and (iib) on or prior to each such date referred to in clause (i)the applicable Document Delivery Date, to deliver to the Trustee an Account Schedule (provided that a computer file on media and in a file format reasonably acceptable to the Trustee or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Trust Cut-Off Date, in the case of the Initial Accounts, the applicable Additional Cut-Off Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, its account number, the collection status, the aggregate amount outstanding in such Account, the aggregate amount of Principal Receivables outstanding in such Account Schedule shall be provided and any amount on deposit in respect of Automatic Additional Accounts on or prior credited to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur)any Deposit Account. Each Account ScheduleSuch file or list, as supplemented from time to timetime to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) The parties hereto intend that each transfer of this paragraph have been indicated with respect to Receivables, any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this AgreementFunds Collateral, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, for accounting purposes. NeverthelessIf the transfer pursuant to this Section 2.01 is not deemed to be a sale, this Agreement also each Seller shall constitute a security agreement under applicable law, be deemed hereunder to have granted and the Transferor does hereby grants grant to the Trustee Trustee, on behalf of the Trust and for the benefit of the Certificateholders, a first priority perfected security interest in all of the Transferor’s its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as constitutes a “Seller” security agreement under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this AgreementUCC. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this On the Closing Date and simultaneously with the transactions to be consummated pursuant to the Pooling and Servicing Agreement, the Transferor hereby transfersSeller shall sell, assignstransfer, sets assign, grant, set over and otherwise conveys convey to the Trustee Purchaser, without recourse (subject to the obligations herein and in the Pooling and Servicing Agreement), all of its right, title and interest, whether now owned or hereafter acquired, in, interest of the Seller in and to and under (i) the [Affiliated Originator] Receivables existing at the close of business on the Trust Cut-Off Date, listed in the case Schedule of [Affiliated Originator] Receivables arising in the Initial Accounts (including Related Accounts and, with respect to such Initial Accounts), and at the close Rule of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such 78's Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts thereon after the Cutoff Date (including Scheduled Payments due after the Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or receivable before the Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the Cutoff Date, and all Liquidation Proceeds and Recoveries received with respect to such [Affiliated Originator] Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the [Affiliated Originator] Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the [Affiliated Originator] Receivables or the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the [Affiliated Originator] Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the [Affiliated Originator] Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; (v) the Receivable File related to each [Affiliated Originator] Receivable; and (vi) the proceeds of any and all of the foregoing (collectively, the "Transferred [Affiliated Originator] Property" and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection AccountTransferred CPS Property, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”"Transferred Property"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this Agreement, the Transferor Depositor does hereby transferssell, assignstransfer, sets assign, set over and otherwise conveys convey to the Trustee Trustee, on behalf of the Trust, for the benefit of the Certificateholders, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables existing at the close opening of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies moneys due or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including “"proceeds” " as defined in the UCC, and Recoveries but excluding Insurance Proceeds) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remediestitle and interest in, powers, privileges to and claims under or with respect to the Receivables Purchase Agreements (whether arising Interchange payable pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equitySection 2.07(i), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentencesSuch property, together with all monies and other property moneys on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “"Trust Assets”"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the TransferorDepositor, the Servicer, an Account Owner Servicer or any other Person in connection with the Accounts, Accounts or the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ merchants clearance systems, VISA, MasterCard or insurers. The Transferor Depositor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets Receivables now existing and hereafter created in the Accounts meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the sale and assignment of such Trust Assets Receivables to the TrusteeTrust, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 2.01, consist of telephone confirmation of such filing) to the Trustee on or prior to the Substitution first Closing Date, in the case of Trust Assets relating to such Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to such Receivables arising in Additional Accounts and Participation InterestsAccounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such sale and assignment. The Transferor Depositor further agrees, at its own expense, (ia) on or prior to (Ax) the Substitution first Closing Date, in the case of the Initial Accounts, and (By) the applicable Addition Date, in the case of Additional Accounts, and (z) the Additional Accounts and applicable Removal Date, in the Participation Interestscase of Removed Accounts, to indicate clearly and unambiguously in its books and records (including the appropriate computer files) files that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets ) have been conveyed to the Trustee Trust pursuant to this Agreement for the benefit of the Certificateholders and (iib) on or prior to each such date referred to in clause (i)the applicable Document Delivery Date, to deliver to the Trustee an Account Schedule (provided that a computer file on media and in a file format reasonably acceptable to the Trustee or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Trust Cut-Off Date, in the case of the Account, as of the Trust Cut-Off Date, in the case of the Initial Accounts, the applicable Additional Cut-Off Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of the Removed Accounts, its account number, the collection status, the aggregate amount outstanding in such Account Schedule shall be provided and the aggregate amount of Principal Receivables outstanding in respect of Automatic Additional Accounts on such Account. Such file or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedulelist, as supplemented from form time to timetime to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. (a) By execution of this Agreement, the Transferor does hereby transfersacknowledge and confirm that on the first Series Issuance Date it will and hereby will continue to sell, assignstransfer, sets assign, set-over and otherwise conveys convey, without recourse (except as expressly provided herein), to the Trustee Issuer and grant a security interest to the Issuer in, the following property, in each case, on and as of the dates specified below: (i) on the first Series Issuance Date, (A) all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under each Receivable existing in or arising in connection with each Initial Account (from and including the Receivables existing Cutoff Date to and including the first Series Issuance Date) and all Related Security, including the Transferor’s interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral with respect to such Receivable owned by the Transferor at the close of business on the Trust Cut-Off Cutoff Date, in (B) all of its rights under the case of Receivables arising in the Initial Accounts (including Related Accounts Purchase Agreement with respect to such Receivable, (C) all of its rights under the related Sales and Service Agreement, (D) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to each such Initial Accounts)Account, and (E) all of its rights under the related Floorplan Financing Agreement, (F) all proceeds of the foregoing owned by the Transferor at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts Cutoff Date and (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, G) all monies due or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds thereof (including “proceeds,” as defined in the UCCUCC as in effect in the applicable jurisdiction) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or Recoveries with respect to the Receivables Purchase Agreements thereto; (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessaryii) on or prior to the applicable Addition Date, (A) all of its right, title and interest in, to and under each Receivable existing in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC arising in connection with each Additional Account (from and including the related Additional Cutoff Date to and including the related Addition Date) related to such assignmentAddition Date and all Related Security, including the Transferor’s interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral with respect to such Receivable owned by the Transferor at the close of business on the applicable Additional Cutoff Date and not previously transferred to the Issuer pursuant hereto, (B) all of its rights under the Receivables Purchase Agreement with respect to such Receivable, (C) all of its rights under the related Sales and Service Agreement, (D) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to each such Additional Account, (E) all of its rights under the related Floorplan Financing Agreement, (F) all proceeds of the foregoing owned by the Transferor at the close of business on the Additional Cutoff Date and (G) all monies due or to become due and all amounts received with respect thereto and all proceeds thereof (including “proceeds,” as defined in the UCC as in effect in the applicable jurisdiction) and Recoveries with respect thereto; and (iii) on each Business Day occurring before the earlier of (x) the occurrence of an Early Amortization Event specified in clause (1) of Section 5.01 of the Indenture and (y) the Trust Termination Date, on which day a new Receivable is created in connection with an Account other than a Redesignated Account after the related Redesignation Date or related Removal and Reassignment Date, as applicable (each such Business Day being a “Transfer Date”), (A) all of its right, title and interest in, to and under such Receivable and all Related Security, including the Transferor’s interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral with respect to such Receivable owned by the Transferor at the close of business on the applicable Transfer Date, (B) all of its rights under the Receivables Purchase Agreement with respect to such Receivable, (C) all of its rights under the related Sales and Service Agreement, (D) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to the related Account, (E) all of its rights under the related Floorplan Financing Agreement, (F) all proceeds of the foregoing owned by the Transferor at the close of business on the Transfer Date and (G) all monies due or to become due and all amounts received with respect thereto and all proceeds thereof (including “proceeds,” as defined in the UCC as in effect in the applicable jurisdiction) and Recoveries with respect thereto. The Transferor further agrees, at its own expenseparties intend that all transfers described above constitute sales and not transfers for security for a loan. The parties agree that if any transfer described above is not deemed to be a sale, (i) on or prior the Transferor is deemed to (A) the Substitution Date, in the case of the Initial Accountshave granted, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interestsdoes hereby grant, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee Issuer a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the ReceivablesReceivables arising in connection with the Accounts now existing and hereafter created, the Funds Collateral and the all Related Security, all other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising personal property described from or related time to the Trust Assets, time in Section 2.01(a) and all proceeds thereofthereof (including “proceeds,” as defined in the UCC as in effect in the applicable jurisdiction) and Recoveries with respect thereto, to secure its obligations hereunder. By executing (ii) this Agreement constitutes a security agreement and (iii) the Transferor and the Issuer each represents and warrants as to itself only that each remittance of any collections with respect to the Receivables or any other proceeds to the Issuer, or its assignee, thereof under this Agreement, will have been (A) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and the Issuer and (B) made in the ordinary course of business or financial affairs of the Transferor and the Issuer. Notwithstanding anything herein to the contrary, the Issuer hereby acknowledges and agrees that it shall be subject to the first sentence of Section 6.01(c) of the Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this AgreementThe foregoing sales, and any supplement existing subsequent transfers of additional assets, do not constitute, and are not intended to result in, the creation or an assumption by the Issuer of any obligation of the Transferor, the Servicer, the Seller, GM or any other Person in connection with such series shall constitute a Supplement executed hereunderthe Accounts, the related Receivables or any agreement or instrument relating thereto, including any obligation to any Dealers or GM. The foregoing transfers are not transfers of the Accounts; they are transfers of the Receivables arising in connection therewith and the Related Security. (c) All references In connection with such sales, the Transferor will, to the Prior PSA in extent it has not done so, record and file, at its own expense, a financing statement on form UCC-1 or any other instruments applicable form (and continuation statements when applicable) with respect to the Receivables transferred by the Transferor for the sale of “instruments”, “chattel paper”, “general intangibles”, “payment intangibles” or documents shall be deemed to constitute references to this Agreement. All references “accounts” (each as defined in the UCC as in effect in the applicable jurisdiction) meeting the requirements of Applicable Law in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables manner and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunderjurisdictions as are necessary to perfect the sale and assignment of the Receivables and the Related Security to the Issuer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Issuer within 10 days after the first Series Issuance Date, in the case of the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. The Owner Trustee and the Indenture Trustee will be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) Subject to clause (f) belowIn connection with such sales, Funding hereby agrees to perform all obligations of Capital One and F.S.B.at its own expense, in their respective capacities as a “Seller” (but noton or before the first Series Issuance Date, in the case of Capital Onethe Initial Accounts, as “Servicer”and the applicable Addition Date, in the case of Additional Accounts, the Transferor has or will (to the extent it has not done so): (i) indicate in its books and records (and with respect to (C) below, in its computer files), under or and cause the Seller to indicate in its books and records (and with respect to (C) below, in its computer files) as required by the Receivables Purchase Agreement, that the Receivables arising in connection with the Prior PSA Accounts and the Related Security: (A) have been sold or assigned, as amended the case may be, to the Transferor pursuant to the Receivables Purchase Agreement, then (B) transferred by the Transferor to the Issuer pursuant to this Agreement and restated then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture; (ii) in the case of the Initial Accounts, deliver to the Issuer and the Indenture Trustee (or cause the Seller to do so) the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Issuer and the Indenture Trustee (or cause the Seller to do so) each applicable Additional Account Schedule. The Account Schedule, as amended, supplemented or otherwise modified from time to time will be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement) and any Supplements to the Prior PSA. (e) To In consideration for the extent this Agreement requires that certain actions sale of Receivables arising in connection with each Initial Account and the Related Security and other personal property described in Section 2.01(a)(i), on the first Series Issuance Date, the Issuer has paid to the Transferor consideration in the form of cash, an increase in value of the Transferor Interest or other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. On any date after the first Series Issuance Date on which the Transferor has acquired from GMF additional Receivables and Related Security and other related personal property pursuant to the Receivables Purchase Agreement, the Issuer shall purchase such assets from the Transferor. In consideration for any such purchase of Receivables and the Related Security and other related personal property, the Issuer will pay to the Transferor on the related Transfer Date or less frequently if so agreed by the Transferor and the Issuer an amount equal to the amount paid therefor by the Transferor in the form of any cash drawn or withheld from amounts on deposit in the Collection Account or the Excess Funding Account or amounts held by the Servicer in accordance with the Basic Documents, which amounts have not been, and are not required to be, allocated to the Noteholders or otherwise allocated to the holders of the Transferor Interest pursuant to the Indenture or any Indenture Supplement or other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. The purchase price will not be taken as materially less favorable than prices for transactions of a date prior to generally similar character at the date time of this Agreement, Capital One’s or F.S.B.’s, as applicablethe acquisition, taking into account the quality of the Receivables, the Transferor’s cost of acquiring the Receivables and a reasonable return on such action under the Prior PSA shall constitute satisfaction of costs, and other pertinent factors; provided, that such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and consideration will in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicableevent not be less than reasonably equivalent value therefor.

Transfer of Receivables. By execution of this Agreement, the Transferor hereby transfers, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed AccountsAccounts and Eligible to Purge Accounts that have been purged from the Transferor’s books and records pursuant to Subsection 2.09(d)), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts and Eligible to Purge Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (fe) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this On the Closing Date and simultaneously with the transactions to be consummated pursuant to the Pooling and Servicing Agreement, the Transferor hereby transfersSeller shall sell, assignstransfer, sets assign, grant, set over and otherwise conveys convey to the Trustee Purchaser, without recourse (subject to the obligations herein and in the Pooling and Servicing Agreement), all of its right, title and interest, whether now owned or hereafter acquired, in, interest of the Seller in and to and under (i) the Linc Receivables existing at the close of business on the Trust Cut-Off Date, listed in the case Schedule of Linc Receivables arising in the Initial Accounts (including Related Accounts and, with respect to such Initial Accounts), and at the close Linc Receivables that are Rule of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such 78's Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts thereon after the Cutoff Date (including Scheduled Payments due after the Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or receivable before the Cutoff Date) and, with respect to Linc Receivables that are Simple Interest Receivables, all monies received thereunder after the Cutoff Date, and all Liquidation Proceeds and Recoveries received with respect to such Linc Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Linc Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Linc Receivables or the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Linc Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Linc Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; (v) the Receivable File related to each Linc Receivable; and (vi) the proceeds of any and all of the foregoing (collectively, the "Transferred Linc Property" and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies the Transferred CPS Property and other property on deposit in the Collection AccountTransferred Samco Property, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”"Transferred Property"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this AgreementSeller does hereby ----------------------- transfer, the Transferor hereby transfers, assigns, sets assign and set-over and otherwise conveys to the Trustee Trust for the benefit of the Certificateholders, without recourse, all of its right, title and interest, whether now owned or hereafter acquired, interest of Seller in, to and under the Receivables now existing at the close of business on the Trust Cut-Off Date, in the case of Receivables and hereafter created and arising in connection with the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Recoveries, Collections and other proceeds thereof and Insurance Proceeds relating thereto, the rights to receive certain amounts paid or payable as Interchange (if and to the extent provided for in any Supplement), all amounts received rights to security for any Receivables (including without limitation rights to bank accounts or receivable certificates of deposit pledged as collateral), the right to any Enhancement with respect to any Series, and all proceeds and products of all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereofforegoing. The Transferor does hereby further In connection with such transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor Seller agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of Illinois) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfect the perfection of, transfer of the assignment of such Trust Assets Receivables from Seller to the TrusteeTrust, and to deliver a file file-stamped copy copies of each such financing statement or amendment statements or other evidence of such filing filings (which may, for purposes of this Section ------- 2.1, consist of telephone confirmations of such filings) to the Trustee on --- or prior to the Substitution Date, in date of initial issuance of the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation InterestsCertificates. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in In connection with such assignment. The Transferor transfer, Seller further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and Closing Date (Bi) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (records, including the appropriate computer files) files of the Receivables, that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed transferred to the Trustee Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that a computer file or microfiche list containing a true and complete list of all such Account Schedule shall be provided in respect Accounts, identified by account number and by the Receivables balance and Principal Receivables balance as of Automatic Additional Accounts on the Cut Off Date. Such file or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, list shall be marked as Schedule 1 to this Agreement Agreement, delivered to the Trustee as ---------- confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Once The parties intend that, in the books event this Agreement shall not be effective to transfer, assign and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered set over to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets property, Seller shall be deemed hereunder to continue to be perfected with the priority required by this Agreement, and has delivered have granted to the Trustee an Opinion a first perfected security interest in all of Counsel to such effect. The parties to the property described in the first paragraph of this Section 2.1, and that this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall ----------- constitute a security agreement under applicable law, . Seller acknowledges that all instruments (including certificates of deposit) and bank accounts the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related which has been transferred to the Trust Assetshereby and which are maintained with Seller or of which Seller has possession, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to so maintained and held by Seller on behalf and for the benefit of the Trust, in accordance with the terms of this Agreement. All references Additionally, for purposes of perfecting the Trustee's security interest in such instruments or documents bank accounts pledged to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets which security interest Seller has transferred to the Trustee prior hereunder, this Agreement constitutes and shall be deemed (i) notice to Seller by the Trustee of the Trustee's security interest in such bank accounts, and (ii) Seller's acknowledgment of and consent to the Substitution Date, shall remain Trustee's notice and the Trustee's security interest in full force and effect with respect to Capital One or F.S.B., as applicablesuch bank accounts.

Transfer of Receivables. By execution of this AgreementThe Transferor does hereby transfer, the Transferor hereby transfersassign, assigns, sets set-over and otherwise conveys convey (the making of such transfer, assignment, set-over and conveyance being a "TRANSFER," and so to transfer, assign, set-over and otherwise convey being to "TRANSFER") to the Trustee Trust for the benefit of the Beneficiaries without recourse (except as expressly provided herein), in each case whether now existing or hereafter created, (a) all of its the Transferor's right, title and interest, whether now owned or hereafter acquired, in, interest in and to and under all of the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables Effective Date and thereafter arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such connection with the Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, (b) all monies due or to become due with respect thereto, (c) all Recoveries and Insurance Proceeds relating to such Receivables, (d) all Collections and all other amounts received or receivable from time to time with respect to such Receivables, (e) all rights, remedies, powers and privileges with respect to such Receivables, (f) all of the foregoing Transferor's rights, remedies, powers and privileges under each Purchase Agreement and each Interest Rate Protection Agreement, if any, and (g) all proceeds (including “"proceeds” " as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over UCC of the State of New York and otherwise convey to of the Trustee all jurisdiction the law of its rights, remedies, powers, privileges and claims under or with respect to which governs the perfection of the interest in the Receivables Purchase Agreements (whether arising pursuant to the terms Transferred hereunder) of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trusteeforegoing. The Such property described in the two preceding sentencessentence, together with all monies from time to time on deposit in, and all Permitted Investments and other property securities, instruments and other investments purchased from funds on deposit in, the Concentration Account, the Collection Accounts (except, solely with respect to the Store Accounts, to the extent described in the Collection AccountIntercreditor Agreement), the Excess Funding Account, the Series Accounts Account and any Series Account, and any Enhancement issued with respect to any Series (the drawing on or payment of such Enhancement not being available to Certificateholders of any other Series), shall constitute the assets of the Trust (collectively the “Trust Assets”"TRUST ASSETS"). The foregoing does not constitute Transfer is made to the POOLING AND SERVICING AGREEMENT Trust for the benefit of the Beneficiaries and each reference in this Agreement to such Transfer shall be construed accordingly. The parties intend that if, and to the extent that, such Transfer is not intended deemed to result in the creation or assumption by the Trustbe a sale, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation Transferor shall be deemed hereunder to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect have granted to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s 's right, title and interestinterest in and to all Trust Assets to secure all the Transferor's and Servicer's obligations hereunder, whether now owned including the Transferor's obligation to sell or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related Transfer to the Trust Assets, all Receivables existing on the date hereof or hereafter created and all proceeds thereof, transferred to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend Transferor from time to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” time under the Prior PSAPurchase Agreements. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series This Agreement shall constitute a Supplement executed hereunder. (c) All references security agreement under applicable law. Pursuant to the Prior PSA request of the Transferor, the Trustee shall cause Certificates in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under authorized denominations evidencing the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, entire interest in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are Trust to be taken as duly authenticated and delivered to or upon the order of a date prior the Transferor pursuant to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicableSection 6.02.

Transfer of Receivables. By execution On the Closing Date and on each Funding Date, subject to the terms and conditions of this Agreement, the Transferor hereby transfersOriginator agrees to pledge, assignstransfer, sets over assign and otherwise conveys convey to the Trustee Depositor, and the Depositor agrees to acquire from the Originator, Eligible Receivables and the other Trust Property relating thereto (as defined in Section 2.01(a) below). The Receivables transferred on the Closing Date are identified in an exhibit substantially in the form of Exhibit B hereto and shall be covered by an Assignment substantially in the form of Exhibit A hereto. The Receivables pledged, transferred, assigned and otherwise conveyed on each Funding Date shall be identified on Schedule I to Exhibit B attached to an Assignment substantially in the form of Exhibit A hereto. (a) Initial Transfer of Receivables and Trust Property. On the Closing Date and simultaneously with the transactions pursuant to the [Pooling and Servicing Agreement] [Trust Agreement], the Originator shall pledge, transfer, assign and otherwise convey to the Depositor, without recourse, a 100% interest in (i) all of its right, title and interestinterest of the Originator in and to the Closing Date Receivables, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts all moneys due thereon (including Related Accounts with respect to such Initial AccountsPrecomputed Receivables), on and at after the close Cutoff Date (ii) the security interest of business on the related Additional Cut-Off Date, Originator in the case of Receivables arising security interests in the Additional Accounts (including Related Accounts with respect Financed Vehicles granted by the Obligors pursuant to the Closing Date Receivables and all certificates of title to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until Financed Vehicles; (iii) the termination interest of the TrustOriginator in any proceeds from claims on any physical damage, credit life, risk default or disability insurance policies covering the Funds Collateral securing such Receivables, all Interchange allocable to Financed Vehicles or the Trust as provided herein, all Recoveries Obligors from the Cutoff Date; and Insurance Proceeds allocable to all (iv) the proceeds of the foregoing, all Participation Interests any and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds any recourse in equity or by contract against the Originator. (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms All of the Receivables Purchase Agreements or otherwise available to property identified in this subsection (a) and the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement following subsection (c) shall constitute the assets of the "Trust (the “Trust Assets”Property."). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under Receivables Cash Purchase Price--Closing Date. In consideration for the Prior PSA shall constitute Series issued Receivables and outstanding under this AgreementTrust Property described in Section 2.01(a), and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references the Depositor shall, on the Closing Date, pay to the Prior PSA Originator 100% of the Receivables Cash Purchase Price in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereundercash by federal wire transfer (same day) funds. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this Agreement, the Transferor hereby transfers, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. Each Account will continue to be owned by the related Account Owner and is not a Trust Asset. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed AccountsAccounts and Eligible to Purge Accounts that have been purged from the Transferor’s books and records pursuant to Subsection 2.09(d)), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts and Eligible to Purge Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f5) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this On the Closing Date and simultaneously with the transactions to be consummated pursuant to the Sale and Servicing Agreement, the Transferor hereby transfersLBAC shall sell, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, grant, set over and otherwise convey to the Trustee Transferor, without recourse (subject to the obligations herein and in the Sale and Servicing Agreement), all right, title and interest of its rightsLBAC in, remediesto and under: (i) the Receivables listed in Schedule A hereto, powersall monies received on the Receivables after the Cutoff Date and, privileges with respect to any Receivables which are Precomputed Receivables, the related Payahead Amount, and claims under or all Liquidation Proceeds and Recoveries received with respect to the Receivables Purchase Agreements Receivables; (whether arising ii) the security interests in the related Financed Vehicles granted by the related Obligors pursuant to the terms Receivables and any other interest of LBAC in such Financed Vehicles, including, without limitation, the Receivables Purchase Agreements certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or otherwise available certificates or the VSI Policy, if any, relating to the Transferor at law related Financed Vehicles or in equity)the related Obligors, including any rebates and premiums; (iv) property (including the rights right to receive future Liquidation Proceeds) that secures a Receivable and that has been acquired pursuant to the liquidation of such Receivable; (v) refunds for the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or Financed Vehicle or his or her obligations with respect to such Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Legal Files and the Receivable Purchase Agreements Files related to each Receivable and any and all other documents that LBAC keeps on file in accordance with its customary procedures relating to the same extent as Receivables, the Transferor could but for related Obligors or the assignment related Financed Vehicles; (vii) all amounts and security interest granted property from time to time held in or credited to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Lock-Box Account, to the Excess Funding Accountextent such amounts and property relate to the Receivables; (viii) any proceeds from recourse against Dealers (other than any Chargeback Obligations) including, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trusteewithout limitation, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) Dealer Title Guaranties with respect to the Trust Assets meeting Receivables, with respect to the requirements sale of applicable state law in such manner the Receivables; and in such jurisdictions as are necessary to perfect, (ix) the proceeds of any and maintain all of the perfection offoregoing (collectively, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, property set forth in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, clauses (i) on or prior to through (Aix) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts)above, the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i"Transferred Property"), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this On the Closing Date and simultaneously with the transactions to be consummated pursuant to the Trust Agreement, the Transferor hereby transfersIndenture and the Sale and Servicing Agreement, assignsthe Seller shall sell, sets transfer, assign, grant, set over and otherwise conveys convey to the Trustee Purchaser, without recourse (subject to the obligations herein and in the Sale and Servicing Agreement), all of its right, title and interest, whether now owned or hereafter acquired, in, interest of the Seller in and to and under (i) the Linc Receivables existing at the close of business on the Trust Cut-Off Date, listed in the case Schedule of Linc Receivables arising in the Initial Accounts (including Related Accounts and, with respect to such Initial Accounts), and at the close Rule of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such 78's Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts thereon after the Cutoff Date (including Scheduled Payments due after the Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller on or receivable before the Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Linc Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Linc Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Linc Receivables or the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Linc Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Linc Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; (v) the Receivable File related to each Linc Receivable; and (vi) the proceeds of any and all of the foregoing (collectively, the "Transferred Linc Property" and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies the Transferred CPS Property and other property on deposit in the Collection AccountTransferred Samco Property, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”"Transferred Property"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. (a) By execution of this Agreement, the Transferor does hereby transferstransfer, assignsassign, sets set-over and otherwise conveys convey without recourse, except as expressly provided herein (the making of such transfer, assignment, set-over and conveyance being a "Transfer", and so to transfer, assign, set-over and otherwise convey being to "Transfer") to the Trustee Trust, for the benefit of the Certificateholders: (i) all of its the Transferor's right, title and interest, whether now owned or hereafter acquired, interest in, to and under the all Transferor Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), Transfer Date and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time, and conveyed to the Transferor under the Receivables Purchase Agreements from time in such Accounts to time, until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all Revolving Period of the foregoinglast outstanding Series, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all Collections and other amounts received or receivable from time to time with respect to all of the foregoing such Transferor Receivables and all proceeds (including “including, without limitation, "proceeds” " as defined in the UCCUCC of the jurisdiction the law of which governs the perfection of the interest in the Transferor Receivables transferred hereunder) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee ; and (ii) all of its the Transferor's rights, remedies, powers, powers and privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the TrusteeAgreements. The Such property described in the two preceding sentencessentence, together with all monies from time to time on deposit in, and all Eligible Investments and other property securities, instruments and other investments purchased from funds on deposit in in, the Collection Concentration Account, the Excess Funding Account, the Series Dell Collection Accounts and any Series Account, and any Enhancement shall constitute the assets of the Trust (collectively the “"Trust Assets”"). The foregoing Transfer does not constitute and is not intended to result in the creation or an assumption by the Trust, the Trustee, any Investor Certificateholder Trustee or any Series Enhancer Certificateholder of any obligation of the TransferorServicer, Dell, the Servicer, an Account Owner Transferor or any other Person in connection with the Accounts, Receivables or under the Receivables or the Funds Collateral Purchase Agreements or under any agreement or instrument relating thereto, including including, without limitation, any obligation to Obligorsany Obligor. The foregoing Transfer to the Trust shall be made to the Trustee, merchant bankson behalf of the Trust, merchants’ clearance systems, VISA, MasterCard or insurersand each reference in this Agreement to such Transfer shall be construed accordingly. The Transferor agrees to record and filefile from time to time, at its own expense, financing statements and other documents (and amendments thereto thereto, assignments thereof and continuation statements, when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.and

Transfer of Receivables. By execution Subject to the last sentence of this AgreementSection 2.5(b), the Transferor hereby transfersCompany shall, assignswith respect to each Ineligible Receivable required to be transferred pursuant to Section 2.5(a), sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Dateor, in the case of Receivables arising clause (iv) to 40 remedy the breach under Section 2.8(p), deposit or cause to be deposited in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business Collection Account in immediately available funds on the Business Day following the related Additional Cut-Off Date, in Transfer Obligation Date an amount equal to the case lesser of (x) the amount by which the Aggregate Target Receivables arising in Amount exceeds the Additional Accounts Aggregate Receivables Amount (including Related Accounts with respect after giving effect to the reduction thereof by the Principal Amount of such Additional AccountsIneligible Receivable) and (y) the aggregate outstanding Principal Amount of each such Ineligible Receivable (the "TRANSFER DEPOSIT AMOUNT"), and in each case thereafter created from time to time in such Accounts until the termination . Upon transfer or deposit of the TrustTransfer Deposit Amount, the Funds Collateral securing such Receivables, all Interchange allocable Trust shall automatically and without further action be deemed to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee Company, without recourse, representation or warranty, all of its rightsthe right, remedies, powers, privileges title and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute in and is not intended to result in the creation such Ineligible Receivable, all monies due or assumption to become due with respect thereto and all proceeds thereof; and such transferred Ineligible Receivable shall be treated by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation Trust as collected in full as of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee date on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interestswhich it was transferred. The Trustee shall be under no obligation whatsoever to file execute such financing statements documents and instruments of transfer or amendments thereto or to make any other filing under assignment prepared by and at the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case expense of the Initial Accounts, Company and (B) take such other actions as shall reasonably be requested by the applicable Addition Date, in Company to effect the case conveyance of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that such Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement Section 2.5(b) free and (ii) on or prior to each such date referred to in clause (i), to deliver to clear of the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect lien of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part all other liens created by the Trustee. Except as otherwise specified in any Supplement, the obligation of this Agreement. Once the books and records (including Company to deposit or cause to be deposited the appropriate computer files) referenced in clause (i) of this paragraph have been indicated Transfer Deposit Amount with respect to any Account Ineligible Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to Investor Certificateholders (or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice on behalf of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this AgreementInvestor Certificateholders). (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. (a) By execution of this Agreement, the Transferor does hereby transferstransfer, assignsassign, sets set-over and otherwise conveys convey without recourse, except as expressly provided herein (the making of such transfer, assignment, set-over and conveyance being a "Transfer", and so to transfer, assign, set-over and otherwise convey being to "Transfer"), to the Trustee Trust for the benefit of the Beneficiaries: (i) all of its the Transferor's right, title and interest, whether now owned or hereafter acquired, interest in, to and under the all Transferor Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), Transfer Date and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time, and conveyed to the Transferor under the Receivables Purchase Agreements from time in such Accounts to time, until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all Revolving Period of the foregoinglast outstanding Series, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all Collections in respect of such Transferor Receivables and other amounts received or receivable from time to time with respect to all of the foregoing such Transferor Receivables and all proceeds (including “"proceeds” " as defined in the UCCUCC of the State of New York and of the jurisdiction the law of which governs the perfection of the interest in the Transferor Receivables transferred hereunder) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee ; (ii) all of its the Transferor's rights, remedies, powers and privileges under the Receivables Purchase Agreements existing at the close of business on the Transfer Date and thereafter created from time to time; and (iii) all of the Transferor's right, title and interest in, to and under the Related Security. Such property described in the preceding sentence, together with all monies from time to time on deposit in, and all Eligible Investments and other securities, instruments and other investments purchased from funds on deposit in, the Concentration Account, the Collection Accounts and any Series Account, and any Enhancement issued with respect to any Series (the drawing on or payment of such Enhancement not being available to Holders of any other Series) and all of the Transferor's rights, remedies, powers, and privileges and claims under or with respect to the Receivables Purchase Agreements (whether arising pursuant to the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (collectively the “"Trust Assets”"). The foregoing Transfer does not constitute and is not intended to result in the creation or an assumption by the Trust, the Trustee, any Investor Certificateholder Trustee or any Series Enhancer Holder of any obligation of the TransferorServicer, Zenith, the Servicer, an Account Owner Transferor or any other Person in connection with the Accounts, the Receivables or the Funds Collateral under any Receivables Purchase Agreement or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurersany Obligor. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect foregoing Transfer to the Trust Assets meeting the requirements of applicable state law in such manner is and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets shall be made to the Trustee, and to deliver a file stamped copy on behalf of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial AccountsTrust, and (if any additional filing is so necessary) on or prior each reference in this Agreement to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interestssuch Transfer shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file any such financing statements, documents, amendments, assignments or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on Transfer or prior to (A) monitor the Substitution Date, in the case status of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each perfection evidenced by such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreementfilings. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this AgreementThe Trustee agrees to use its best efforts, and shall cause its agents or representatives to use their best efforts, to hold in confidence all Confidential Information; provided that nothing herein shall prevent the Trustee from delivering copies of any supplement existing in connection with such series shall constitute financial statements and other documents constituting Confidential Information, or disclosing any other Confidential Information, (i) to a Supplement executed hereunder. (c) All references Successor Servicer or as required by a Requirement of Law applicable to the Prior PSA Trustee, (ii) as required in the performance of the Trustee's duties hereunder, (iii) as required in enforcing the rights of the Holders hereunder, (iv) to each Enhancement Provider, (v) as provided in any other instruments Supplement or documents shall be deemed (vi) to constitute references any affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to this Agreement. All references in know the same, provided that the Trustee advises such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” recipient of receivables the confidential nature of the information being disclosed and related assets under the Prior PSA shall be deemed to include reference to Funding in each such capacity hereunder. (d) Subject to clause (f) below, Funding hereby recipient agrees to perform all obligations be bound by the terms of Capital One this Section. The Trustee will allow the Transferor to inspect the Trustee's security and F.S.B., in their respective capacities as a “Seller” (but not, in confidentiality arrangements upon prior written notice from time to time during normal business hours and agrees to provide reasonable advance notice to the case Transferor of Capital One, as “Servicer”), under or in connection with any permitted disclosure. The Trustee shall provide reasonable prior written notice to the Prior PSA (as amended and restated Transferor whenever any disclosure not otherwise permitted by this AgreementSection 2.01(b) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are is to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicablemade.

Transfer of Receivables. By execution of this On the Closing Date and simultaneously with the transactions pursuant to the [Pooling and Servicing Agreement] [Sale and Servicing Agreement], the Transferor hereby transfersSeller shall sell, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, set over assign and otherwise convey to the Trustee Purchaser, without recourse: (i) all right, title and interest of its rights, remedies, powers, privileges the Seller in and claims under or with respect to the Receivables Purchase Agreements and all monies due thereon or paid thereunder or in respect thereof [(whether arising including proceeds of the repurchase of the Receivables by the Seller pursuant to Section 6.2 hereof)] on or after the Cutoff Date; (ii) the right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the terms Receivables and any related property; (iii) the right of the Receivables Purchase Agreements Seller in any proceeds from claims on any physical damage, credit life, credit disability or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accountsinsurance policies covering Financed Vehicles, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements ; (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (Aiv) the Substitution Date, in the case right of the Initial Accounts, and Seller in any [proceeds of] Dealer Recourse; (Bv) the applicable Addition Date, in the case right of the Additional Accounts and the Participation Interests, Seller to indicate in its books and records realize upon any property (including the appropriate computer filesright to receive future Net Liquidation Proceeds) that shall have secured a Receivable [and have been repossessed by or on behalf of the Trustee]; (vi) [the right of the Seller in rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables created in connection with effect as of the Accounts Cutoff Date;] and (other than Removed Accounts), vii) all proceeds of the Participation Interests foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables from the Seller to the Purchaser and the related Trust Assets have been conveyed beneficial interest in and title to the Trustee Receivables shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Receivables pursuant to this Agreement and (ii) on or prior to each perfect such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and sale under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this AgreementUCC. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. (a) By execution of this Agreement----------------------- Agreement and for the Commitments and any Purchases made hereunder, in consideration of the Aggregate Cash Investment and the Holdback, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Transferor does hereby transferssell, assignstransfer, sets assign, set-over and otherwise conveys convey without recourse except as expressly provided herein, (the making of such sale, transfer, assignment, set-over and conveyance being a "Transfer", and so to sell, transfer, assign, set-over and otherwise convey -------- being to "Transfer") to the Trustee all of its right, title and Purchasers: -------- (i) an undivided interest, whether now owned or hereafter acquiredequal to the Floating Allocation Percentage thereof, in, to and under the all Transferor Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), Date and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts except those collected prior to the Closing Date, and conveyed to the Transferor under the Receivables Purchase Agreement from time to time, until the termination of the TrustReinvestment Period, and all Armco Receivables owned by the Funds Collateral securing such Receivables, all Interchange allocable Transferor as successor by merger to the Trust as provided herein, all Recoveries AKR and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all Purchaser Collections and other amounts received or receivable from time to time with respect to all of the foregoing such Transferor Receivables and all proceeds (including “"proceeds” " as defined in the UCCUCC of the jurisdiction the law of which governs the perfection of the interest in the Transferor Receivables transferred hereunder) thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee ; (ii) all of its the Transferor's rights, remedies, powers, powers and privileges and claims under or with respect to the Receivables Purchase Agreements Agreement; and (whether arising iii) the Related Assets. Without limiting the foregoing, the Transferor hereby ratifies and confirms all Transfers which have heretofore been made pursuant to the terms of the Receivables Original Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the TrusteeServicing Agreement. The Such property described in the two preceding sentencessentence, together with all (A) a pro-rata portion of monies from time to time on deposit in, and Eligible Investments and other property securities, instruments and other investments purchased from funds on deposit in, the Collection Accounts and the Concentration Account, and (B) all the monies from time to time on deposit in, and investments and other securities, instruments and other investments purchased from funds on deposit in the Collection Agent's Account and the Cash Collateral Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of transferred to the Trust Purchasers (collectively, the “Trust "Transferred Assets”"). ------------------ The foregoing Transfer does not constitute and is not intended to result in the creation or an assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Purchaser Party of any obligation or liability of the Servicer, the Originator, Armco, the Transferor, the Servicer, an Account Owner AFC or any other Person in connection with the Accounts, Receivables or under the Receivables or the Funds Collateral Purchase Agreement or under any agreement or instrument relating thereto, including any contract or other obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. any Obligor. (b) The Transferor agrees to record and filefile from time to time, at its own expense, financing statements and other documents (and amendments thereto thereto, assignments thereof and continuation statements, when applicable) with respect to the Trust Transferred Assets now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfectgrant a first priority transfer or perfected lien in, and maintain the perfection of, the assignment transfer of such Trust the Transferred Assets to the TrusteePurchasers, and to deliver a file file-stamped copy of each such a financing statement or amendment other document or other evidence of such filing to the Trustee Agent on or prior to the Substitution Closing Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee Agent shall be under no obligation whatsoever to file such financing statements statements, documents, amendments, assignments or amendments thereto continuation statements, or to make any other filing under the UCC in connection with such assignment. Transfer. (c) The Originator and the Transferor each further agrees, at its own expense, (i) on or prior to (A) the Substitution DateClosing Date to indicate in its computer records that the Receivables have been sold, in the case of the Initial AccountsOriginator, to the Transferor in accordance with the Receivables Purchase Agreement and (B) that the applicable Addition DatePurchased Interest has been sold, in the case of the Additional Accounts and the Participation InterestsTransferor, to indicate the Purchasers in accordance with this Agreement. The Originator agrees, at its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts)own expense, the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Closing Date immediately succeeding to indicate in its computer records that the related Monthly Period during Armco Receivables have been acquired by ARC in connection with the ARC Merger. (d) It is understood and agreed that (i)(A) any Purchased Interest acquired under the Original Purchase and Servicing Agreement, (B) any Letter of Credit issued pursuant to the Original Purchase and Servicing Agreement, and (c) any Swing Line Advances outstanding under the Original Purchase and Servicing Agreement shall, in each case, remain outstanding under this Agreement, shall be deemed to have been acquired under, or issued pursuant to, this Agreement and shall be deemed to be Purchased Interests, Letters of Credit and Swingline Advances for all purposes of this Agreement, (ii) nothing herein shall be deemed to have terminated such Purchased Interests, Letters of Credit or Swing Line Advances or any of the rights or obligations in connection therewith, and (iii) all references to the Original Purchase and Sale Agreement in any other agreement or document shall be deemed to be a reference to this Agreement. A list of all such outstanding Letters of Credit as of the Restatement Effective Date is attached hereto as Schedule V. In addition, ---------- Letter of Credit No. S900710PGH (formerly No. A-307205), issued by PNC Bank, National Association, a copy of which their respective Addition Dates occur). Each Account Scheduleis attached hereto as Schedule VI, as supplemented ----------- amended from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall purposes be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as be a “Seller” Letter of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity Credit hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. By execution of this On the Closing Date and simultaneously with the transactions to be consummated pursuant to the Trust Agreement, the Transferor hereby transfers, assigns, sets over Indenture and otherwise conveys to the Trustee all of its right, title Sale and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the TrustServicing Agreement, the Funds Collateral securing such ReceivablesSeller shall sell, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, grant, set over and otherwise convey to the Trustee all of its rightsPurchaser, remedies, powers, privileges and claims under or with respect without recourse (subject to the Receivables Purchase Agreements (whether arising pursuant to obligations herein and in the terms of the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equitySale and Servicing Agreement), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Transferor, the Servicer, an Account Owner or any other Person in connection with the Accounts, the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interestinterest of the Seller in and to (i) the Initial Samco Receivables listed in the Initial Schedule of Samco Receivables and all monies received thereunder after the Cutoff Date and all Net Liquidation Proceeds received with respect to such Initial Samco Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Samco Receivables and any other interest of the Seller in such Financed Vehicles, whether now owned including, without limitation, the certificates of title or, with respect to Financed Vehicles in the State of Michigan, other evidence of ownership with respect to Financed Vehicles; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or hereafter acquired, in, certificates relating to and under the Financed Vehicles securing the Samco Receivables or the Obligors thereunder; (iv) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Samco Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle securing the Funds Collateral Samco Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the other Trust Assets, foregoing; (v) the Receivable File related to each Samco Receivable; (vi) the proceeds of any and all moneyof the foregoing and (vii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, goods, investment propertychecks, deposit accounts, letters insurance proceeds, condemnation awards, rights to payment of credit, letter-of-credit rights any and oil, gas every kind and other minerals consisting offorms of obligations and receivables, arising from instruments and other property which at any time constitute all or related to part of or are included in the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and of any Receivables Purchase Agreementof the foregoing (collectively, the parties hereto "Initial Transferred Samco Property" and thereto do not intend to cancel, release or in any way impair together with the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under Initial Transferred CPS Property and the Prior PSA. Without limiting the foregoingInitial Transferred Linc Property, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement"Initial Transferred Property"). (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.