Common use of Contribution and Sale of Loans Clause in Contracts

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in and to the Initial Conveyed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Date, CAC shall, and CAC does hereby agree to convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreement, all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Date. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated to the Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's right, title and interest in and to such Loans and other Conveyed Property to Funding and that CAC relinquishes control over and all rights, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation of CAC to pay to Funding an amount equal to the Issuer Secured Obligations. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are sold by CAC to Funding, as applicable, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number and, for Contracts securing Dealer Loans, pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period on which additional Subsequent Conveyed Property is conveyed by CAC to Funding so that Exhibit A will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding hereunder on and prior to said Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that the Loans have been contributed on an arms-length basis to Funding and that Funding's assets are not available to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell sell, contribute and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in in, to and to under the Initial Conveyed Property. (ba) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Date, CAC shall, and CAC does hereby agree to to, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreementherein, all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Date. (cb) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated to the Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (dc) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (ed) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (fe) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (gf) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's ’s right, title and interest in in, to and to under such Loans and other Conveyed Property to Funding and that CAC relinquishes control over and all rightsright, title and interest (legal or equitable) in in, to and under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkYork and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation of CAC to pay to Funding an amount equal to the Issuer Secured Obligations. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (hg) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are is sold by CAC to Funding, as applicable, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number number, original contract date and, for Contracts securing Dealer Loans, pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period on which additional Subsequent Conveyed Property is conveyed by CAC to Funding so that Exhibit A will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding hereunder on and prior to said Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (ih) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that the Loans have been contributed on an arms-length basis to Funding and that Funding's ’s assets are not available to CAC's ’s creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell sell, contribute and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in in, to and to under the Initial Conveyed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Date, CAC shall, and CAC does hereby agree to to, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreementherein, all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Date. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated to the Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's ’s right, title and interest in in, to and to under such Loans and other Conveyed Property to Funding and that CAC relinquishes control over and all rightsright, title and interest (legal or equitable) in in, to and under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkYork and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation of CAC to pay to Funding an amount equal to the Issuer Secured Obligations. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are is sold by CAC to Funding, as applicable, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number number, original contract date and, for Contracts securing Dealer Loans, pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period on which additional Subsequent Conveyed Property is conveyed by CAC to Funding so that Exhibit A will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding hereunder on and prior to said Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that the Loans have been contributed on an arms-length basis to Funding and that Funding's ’s assets are not available to CAC's ’s creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell sell, contribute and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in in, to and to under the Initial Conveyed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Date, CAC shall, and CAC does hereby agree to to, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreementherein, all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Date. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated to the Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's ’s right, title and interest in in, to and to under such Loans and other Conveyed Property to Funding and that CAC relinquishes control over and all rightsright, title and interest (legal or equitable) in in, to and under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkYork and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation of CAC to pay to Funding an amount equal to the Issuer Secured Obligations. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are is sold by CAC to Funding, as applicable, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number and, for Contracts securing Dealer Loans, pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period on which additional Subsequent Conveyed Property is conveyed by CAC to Funding so that Exhibit A will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding hereunder on and prior to said Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that the Loans have been contributed on an arms-length basis to Funding and that Funding's ’s assets are not available to CAC's ’s creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC shall and hereby does hereby convey, assign, sell sell, contribute and transfer to Funding, Funding without recourse, except as set forth herein, and Funding shall and hereby does accept and purchase, all of its CAC’s right, title and interest in in, to and to under (whether now owned or hereafter acquired or arising and wherever located) the Initial Conveyed Property. (b) CAC hereby further agrees that on each Distribution Addition Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Datedate, CAC shall, and CAC hereby does hereby agree to to, convey, assign, sell sell, contribute and transfer to Funding, Funding without recourse, except as set forth in this Agreementherein, and Funding shall and hereby does agree to accept and purchase, all of its CAC’s right, title and interest in in, to and to under (whether now owned or hereafter acquired or arising and wherever located) the Subsequent Conveyed Property with respect to such Distribution Datedate. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and or Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Property which rights are attributable to advances made under such Dealer Loan as the result of such Dealer Loan being secured by an Open Pool on the date such Dealer Loan was sold and additional Dealer Loan Contracts being allocated added to the such Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be and hereby is authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's ’s right, title and interest in in, to and to under such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes control over over, and all rightsright, title and interest (legal or equitable) in in, to and under, any such Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and CAC in its capacity as Servicer will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale Loan and Servicing Security Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkYork and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation obligations of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this AgreementAgreement and until the earlier of such time as Funding shall have received all Collections (or CAC shall have purchased the Loans and other Conveyed Property). (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Initial Funding Date and each Distribution Addition Date on which Subsequent Conveyed Property are sold is conveyed by CAC to Funding, as applicablethe case may be, an Assignment executed by CAC and one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Initial Funding Date and each Addition Date, and all Contracts securing or evidencing all such Loans, identified by by, account number, original contract date and, as applicable dealer number and, for Contracts securing Dealer Loans, and pool numbernumber as of the end of the Collection Period immediately preceding the Addition Date. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated on each Distribution Addition Date in the Revolving Period on which additional Subsequent to include all Conveyed Property is conveyed by CAC to on each such Addition Date so that, on each such date, Funding so that will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution such Addition Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Addition Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the related list delivered pursuant to Section 4.18 6.15(c) of the Sale Loan and Servicing Security Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. For the avoidance of doubt, any deletions or omissions from Exhibit A shall not be effective except upon the satisfaction of the conditions precedent in Section 3.2 of the Loan and Security Agreement and/or upon compliance with the procedures and requirements of Section 4.5 or Section 9.2 of the Loan and Security Agreement or Section 6.1 of this Agreement. (i) CAC will reflect the transactions described in paragraph paragraphs (a) and (b) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer or contribution of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that such item is a sale or absolute transfer or contribution of the Loans have been contributed on an armsand is non-length basis to Funding and that Funding's assets are not available recourse to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell sell, contribute and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in in, to and to under the Initial Conveyed Property. (ba) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Date, CAC shall, and CAC does hereby agree to to, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreementherein, all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Date. (cb) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated to the Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (dc) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (ed) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (fe) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (gf) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's ’s right, title and interest in in, to and to under such Loans and other Conveyed Property to Funding and that CAC relinquishes control over and all rightsright, title and interest (legal or equitable) in in, to and under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkYork and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation of CAC to pay to Funding an amount equal to the Issuer Secured Obligations. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (hg) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are is sold by CAC to Funding, as applicable, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number and, for Contracts securing Dealer Loans, pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period on which additional Subsequent Conveyed Property is conveyed by CAC to Funding so that Exhibit A will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding hereunder on and prior to said Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (ih) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that the Loans have been contributed on an arms-length basis to Funding and that Funding's ’s assets are not available to CAC's ’s creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell sell, contribute and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in in, to and to under the Initial Conveyed Property. (b1) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Date, CAC shall, and CAC does hereby agree to to, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreementherein, all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Date. (c2) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated to the Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d3) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e4) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (f5) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g6) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's ’s right, title and interest in in, to and to under such Loans and other Conveyed Property to Funding and that CAC relinquishes control over and all rightsright, title and interest (legal or equitable) in in, to and under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkYork and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation of CAC to pay to Funding an amount equal to the Issuer Secured Obligations. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h7) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are is sold by CAC to Funding, as applicable, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number number, original contract date and, for Contracts securing Dealer Loans, pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period on which additional Subsequent Conveyed Property is conveyed by CAC to Funding so that Exhibit A will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding hereunder on and prior to said Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) 8) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that the Loans have been contributed on an arms-length basis to Funding and that Funding's ’s assets are not available to CAC's ’s creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell sell, contribute and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in in, to and to under the Initial Conveyed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Date, CAC shall, and CAC does hereby agree to to, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreementherein, all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Date. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated to the Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's ’s right, title and interest in in, to and to under such Loans and other Conveyed Property to Funding (including for purposes of the UCC to the extent applicable) and that CAC relinquishes control over and all rightsright, title and interest (legal or equitable) in in, to and under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; York and (ii) the any other applicable jurisdiction. The conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation of CAC to pay to Funding an amount equal to the Issuer Secured Obligations. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyancethe conveyance by CAC of the Initial Conveyed Property, CAC agrees to deliver has delivered to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are sold by CAC to Funding, as applicable, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number number, original contract date and, for Contracts securing Dealer Loans, pool number. Such file or list shall be has been marked as Exhibit A to this Agreement, shall be delivered to treated by Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period on which additional Subsequent Conveyed Property is conveyed by CAC to Funding or on which any Loans and Contracts (and all Related Security with respect thereto) are transferred by Funding to CAC pursuant to Article VI so that Exhibit A will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding hereunder on and prior to said as of such Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that the Loans have been contributed sold on an arms-length basis to Funding and that Funding's ’s assets are not available to CAC's ’s creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in and to the Initial Conveyed Contributed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections PurchasePeriod, in consideration of the payment described in Article III Section 3.1 with respect to such Distribution Date, CAC shall, and CAC does hereby agree to to, contribute, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreement, all of its right, title and interest in and to the Subsequent Conveyed Contributed Property with respect to such Distribution Date. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising after the end of the Revolving Period under any Dealer Loan included in the Initial Conveyed Contributed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Contributed Property which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated added after the last day of the last full Collection Period during the Revolving Period to the Open Pool securing identifiable group of Contracts to which such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunderrelates. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Contributed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Contributed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Contributed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Contributed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance contribution of all of CAC's right, title and interest in and to such Loans and other Conveyed Contributed Property by CAC to Funding and that CAC relinquishes control over and all rights, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing AgreementFunding. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Contributed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Contributed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkMichigan; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Contributed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Contributed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are sold by CAC to Funding, as applicableDate, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number and, for Contracts securing Dealer Loans, and pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated by lists delivered by CAC to Funding on each Distribution Date in the Revolving Period describing all Contributed Property conveyed on which additional Subsequent Conveyed Property is conveyed by CAC to each such Distribution Date so that, on each such date, Funding so that will have an aggregate list and Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections PurchaseLoans. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that such item is a financing secured by the Loans have been contributed on an armsand is non-length basis to Funding and that Funding's assets are not available recourse to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC does hereby did convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, to Funding all of its right, title and interest in and to the Initial Conveyed Property. (b) CAC hereby further agrees that on the date of each Distribution Date Incremental Funding during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Datedate, CAC shall, shall and CAC does hereby agree to to, convey, assign, sell sell, contribute and transfer to Funding, without recourse, except as set forth in this Agreement, to Funding all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Datedate. Each transfer of the Subsequent Conveyed Property pursuant to this Section 2.1(b) shall be evidenced by an assignment agreement executed by CAC in form and substance consistent with CAC’s current practices for the transfer of assets under similar facilities. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and or Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Property which rights are attributable to advances made under such Dealer Loan as the result of additional such Dealer Loan being secured by an Open Pool on the date such Dealer Loan was sold and Dealer Loan Contracts being allocated added to the such Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance contribution of all of CAC's right, title and interest in and to such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes control over the Loans and all rights, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale Loan and Servicing Security Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the foregoing with respect to Dealer Loans and the conveyance of Loans in connection with each Dealer Collections Purchase when made, each Dealer Collections Purchase shall be effected as provided in Section 2.1(b) and (c) and Section 3.2 hereof and Section 6.15 of the Loan and Security Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Initial Funding Date and each Distribution Funding Date on which Subsequent Conveyed Property are sold is conveyed by CAC to Funding, as applicablethe case may be, one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date and each Funding Date, and all Contracts securing or evidencing all such Loans, identified by by, as applicable, account number, dealer number and, for Contracts securing Dealer Loans, and pool numbernumber as of the end of the Collection Period immediately preceding the Funding Date. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated on the date of each Distribution Date Incremental Funding in the Revolving Period on which additional Subsequent to include all Conveyed Property is conveyed by CAC to on the date of each such Incremental Funding so that that, on each such date, Funding will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Datedate of Incremental Funding, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from the Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to as provided in Section 4.18 3.2 hereof and Section 6.15(b) of the Sale Loan and Servicing Security Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Datedate of Incremental Funding. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 6.15(c) of the Sale Loan and Servicing Security Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. For the avoidance of doubt, any deletions or omissions from Exhibit A shall not be effective except upon compliance with the procedures and requirements of Section 2.13, Section 4.5 or Section 8.2 of the Loan and Security Agreement or Section 6.1 of this Agreement. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that such item is a financing secured by the Loans have been contributed on an armsand is non-length basis to Funding and that Funding's assets are not available recourse to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC did and hereby does hereby contribute, convey, assign, sell and transfer to Funding, Funding without recourse, except as set forth herein, to Funding all of its right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Initial Conveyed Property. (b) CAC hereby further agrees that on the date of each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Incremental Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III herein with respect to such Distribution Datedate, CAC shall, shall and CAC does hereby agree to to, contribute, convey, assign, sell and transfer to Funding, Funding without recourse, except as set forth in this Agreement, to Funding all of its right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Subsequent Conveyed Property with respect to on and as of such Distribution Datedate. (c) Except as specifically provided in this Agreement, the sale and purchase of Conveyed Property under this Agreement shall be without recourse to CAC; it being understood that CAC shall be liable to Funding for all representations, warranties, covenants and indemnities made by CAC pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to CAC for the credit risk of the Obligors. (d) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and or Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Property which rights are attributable to advances made under such Dealer Loan as the result of additional such Dealer Loan being secured by an Open Pool on the date such Dealer Loan was sold and Dealer Loan Contracts being allocated added to the such Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (de) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding (or any of its assigns) or any other Secured Party under the Loan and Security Agreement of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (ef) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (fg) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be and is hereby authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (gh) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's right, title and interest in and to such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes control over the Loans and all rightsright, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale Loan and Servicing Security Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkYork and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this AgreementAgreement and until the earlier of such time as Funding shall have received all Collections or CAC shall have purchased the Loans and other Conveyed Property pursuant to a Clean-up Call. (hi) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Initial Funding Date and each Distribution Funding Date on which Subsequent Conveyed Property are sold is conveyed by CAC to Funding, as applicablethe case may be, an Assignment executed by CAC and one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date and each Funding Date, and all Contracts securing or evidencing all such Loans, identified by by, as applicable, account number, dealer number and, for Contracts securing Dealer Loans, and pool numbernumber as of the end of the Collection Period immediately preceding such date. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated on the date of each Distribution Date Incremental Funding in the Revolving Period on which additional Subsequent to include all Conveyed Property is conveyed by CAC to on the date of each such Incremental Funding so that that, on each such date, Funding will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Datedate of Incremental Funding, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from the Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to as provided in Section 4.18 3.3 hereof and Section 6.15(b) of the Sale Loan and Servicing Security Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Datedate of Incremental Funding. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the related list delivered pursuant to Section 4.18 6.15(c) of the Sale Loan and Servicing Security Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (ij) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer or contribution of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that such item is a financing secured by the Loans and is non-recourse to CAC. (k) Each of CAC and Funding represents and warrants as to itself that each remittance of amounts by CAC to Funding under this Agreement will have been contributed on an arms-length basis to (x) in payment of a debt incurred by Funding in the ordinary course of business or financial affairs of Funding and that Funding's assets are not available to CAC and (y) made in the ordinary course of business or financial affairs of Funding and CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC shall and hereby does hereby contribute, convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, to Funding all of its right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Initial Conveyed Property. (b) CAC hereby further agrees that on the date of each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Incremental Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III herein with respect to such Distribution Datedate, CAC shall, shall and CAC hereby does hereby agree to to, contribute, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreement, to Funding all of its right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Subsequent Conveyed Property with respect to on and as of such Distribution Datedate. (c) Except as specifically provided in this Agreement, the sale and purchase of Conveyed Property under this Agreement shall be without recourse to CAC; it being understood that CAC shall be liable to Funding for all representations, warranties, covenants and indemnities made by CAC pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to CAC for the credit risk of the Obligors. (d) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and or Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Property which rights are attributable to advances made under such Dealer Loan as the result of additional such Dealer Loan being secured by an Open Pool on the date such Dealer Loan was sold and Dealer Loan Contracts being allocated added to the such Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (de) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding (or any of its assigns) or any other Secured Party under the Loan and Security Agreement of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (ef) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (fg) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be and is hereby authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (gh) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's right, title and interest in and to such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes control over the Loans and all rightsright, title and interest (legal or equitable) in in, to and under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale Loan and Servicing Security Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkYork and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this AgreementAgreement and until the earlier of such time as Funding shall have received all Collections (or CAC shall have purchased the Loans and other Conveyed Property). (hi) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Initial Funding Date and each Distribution Funding Date on which Subsequent Conveyed Property are sold is conveyed by CAC to Funding, as applicablethe case may be, an Assignment executed by CAC and one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date and each Funding Date, and all Contracts securing or evidencing all such Loans, identified by by, as applicable, account number, dealer number and, for Contracts securing Dealer Loans, and pool numbernumber as of the end of the Collection Period immediately preceding such date. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated on the date of each Distribution Date Incremental Funding in the Revolving Period on which additional Subsequent to include all Conveyed Property is conveyed by CAC to on the date of each such Incremental Funding so that that, on each such date, Funding will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Datedate of Incremental Funding, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from the Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to as provided in Section 4.18 3.3 hereof and Section 6.15(b) of the Sale Loan and Servicing Security Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Datedate of Incremental Funding. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the related list delivered pursuant to Section 4.18 6.15(c) of the Sale Loan and Servicing Security Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. For the avoidance of doubt, any deletions or omissions from Exhibit A shall not be effective except upon compliance with the procedures and requirements of Section 2.13, Section 4.5 or Section 8.2 of the Loan and Security Agreement or Section 6.1 of this Agreement. (ij) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer or contribution of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that such item is a financing secured by the Loans and is non-recourse to CAC. (k) Each of CAC and Funding represents and warrants as to itself that each remittance of amounts by CAC to Funding under this Agreement will have been contributed on an arms-length basis to made in the ordinary course of business or financial affairs of Funding and that Funding's assets are not available to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC does hereby convey, assign, sell sell, contribute and transfer to Funding, Funding without recourse, except as set forth herein, all of its right, title and interest in and to the Initial Conveyed Property. (b) CAC hereby further agrees that on each Distribution Addition Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Datedate, CAC shall, and CAC does hereby agree to to, convey, assign, sell sell, contribute and transfer without recourse to Funding, without recourse, except as set forth in this Agreementherein, all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Datedate. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and or Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Property which rights are attributable to advances made under such Dealer Loan as the result of additional such Dealer Loan being secured by an Open Pool on the date such Dealer Loan was sold and Dealer Loan Contracts being allocated added to the such Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's right, title and interest in and to such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes control over the Loans and all rightsright, title and interest (legal or equitable) in in, to and under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale Loan and Servicing Security Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkYork and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this AgreementAgreement and until the earlier of such time as Funding shall have received all Collections (or CAC shall have purchased the Loans and other Conveyed Property). (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Initial Funding Date and each Distribution Funding Date on which Subsequent Conveyed Property are sold is conveyed by CAC to Funding, as applicablethe case may be, one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date and each Funding Date, and all Contracts securing or evidencing all such Loans, identified by by, as applicable, account number, dealer number and, for Contracts securing Dealer Loans, and pool numbernumber as of the end of the Collection Period immediately preceding the Funding Date. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated on each Distribution Addition Date in the Revolving Period on which additional Subsequent to include all Conveyed Property is conveyed by CAC to on each such Addition Date so that, on each such date, Funding so that will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution such Addition Date, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied extinguished pursuant to Section 4.18 6.15(b) of the Sale Loan and Servicing Security Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Addition Date. Furthermore, CAC agrees to supplement and update Exhibit A hereto shall be deemed to be supplemented on each date of Dealer Collections Purchase by delivering to Funding a copy the list set forth under Section 6.15(c) of the list delivered pursuant to Section 4.18 of the Sale Loan and Servicing Security Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that such item is a financing secured by the Loans have been contributed on an armsand is non-length basis to Funding and that Funding's assets are not available recourse to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC does hereby did convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, to Funding all of its right, title and interest in and to the Initial Conveyed Contributed Property. (b) CAC hereby further agrees that on the date of each Distribution Date Incremental Funding during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III Section 3.1 with respect to such Distribution Datedate, CAC shall, shall and CAC does hereby agree to to, convey, assign, sell sell, contribute and transfer to Funding, without recourse, except as set forth in this Agreement, to Funding all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Datedate. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Contributed Property or Subsequent Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional such Dealer Loan being secured by an Open Pool on the date such Dealer Loan was sold and Dealer Loan Contracts being allocated added to the such Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an a absolute sale and conveyance contribution of all of CAC's right, title and interest in and to such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes control over the Loans and all rights, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; Agreement (except that, for to the avoidance extent of doubt, CAC may effect a any Dealer Collections Purchase from time Purchases and to time and will continue to service the Conveyed Property, in each case, in accordance with extent CAC acts as the terms Servicer of this Agreement and the Sale and Servicing AgreementLoans). Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Initial Funding Date and each Distribution Funding Date on which Subsequent Conveyed Property are sold is conveyed by CAC to Funding, as applicablethe case may be, one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date and each Funding Date, and all Contracts securing or evidencing all such Loans, identified by by, as applicable, account number, dealer number and, for Contracts securing Dealer Loans, and pool numbernumber as of the end of the Collection Period immediately preceding the Funding Date. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated on the date of each Distribution Date Incremental Funding in the Revolving Period on which additional Subsequent to include all Conveyed Property is conveyed by CAC to on the date of each such Incremental Funding so that that, on each such date, Funding will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Datedate of Incremental Funding, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied extinguished pursuant to Section 4.18 6.15(b) of the Sale Loan and Servicing Security Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Datedate of Incremental Funding. Furthermore, CAC agrees to supplement and update Exhibit A hereto shall be deemed to be supplemented on each date of Dealer Collections Purchase by delivering to Funding a copy the list set forth under Section 6.15(c) of the list delivered pursuant to Section 4.18 of the Sale Loan and Servicing Security Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that such item is a financing secured by the Loans have been contributed on an armsand is non-length basis to Funding and that Funding's assets are not available recourse to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC does hereby did convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, to Funding all of its right, title and interest in and to the Initial Conveyed Contributed Property. (b) CAC hereby further agrees that on the date of each Distribution Date Incremental Funding during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III Section 3.1 with respect to such Distribution Datedate, CAC shall, shall and CAC does hereby agree to to, convey, assign, sell sell, contribute and transfer to Funding, without recourse, except as set forth in this Agreement, to Funding all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Datedate. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Contributed Property or Subsequent Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional such Dealer Loan being secured by an Open Pool on the date such Dealer Loan was sold and Dealer Loan Contracts being allocated added to the such Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance contribution of all of CAC's right, title and interest in and to such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes control over the Loans and all rightsright, title and interest (legal or equitable) in in, to or under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; Agreement (except that, for to the avoidance extent of doubt, CAC may effect a any Dealer Collections Purchase from time Purchases and to time and will continue to service the Conveyed Property, in each case, in accordance with extent CAC acts as the terms Servicer of this Agreement and the Sale and Servicing AgreementLoans). Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Initial Funding Date and each Distribution Funding Date on which Subsequent Conveyed Property are sold is conveyed by CAC to Funding, as applicablethe case may be, one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date and each Funding Date, and all Contracts securing or evidencing all such Loans, identified by by, as applicable, account number, dealer number and, for Contracts securing Dealer Loans, and pool numbernumber as of the end of the Collection Period immediately preceding the Funding Date. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated on the date of each Distribution Date Incremental Funding in the Revolving Period on which additional Subsequent to include all Conveyed Property is conveyed by CAC to on the date of each such Incremental Funding so that that, on each such date, Funding will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Datedate of Incremental Funding, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied extinguished pursuant to Section 4.18 6.15(b) of the Sale Loan and Servicing Security Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Datedate of Incremental Funding. Furthermore, CAC agrees to supplement and update Exhibit A hereto shall be deemed to be supplemented on each date of Dealer Collections Purchase by delivering to Funding a copy the list set forth under Section 6.15(c) of the list delivered pursuant to Section 4.18 of the Sale Loan and Servicing Security Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that such item is a financing secured by the Loans have been contributed on an armsand is non-length basis to Funding and that Funding's assets are not available recourse to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC did and hereby does hereby contribute, convey, assign, sell and transfer to Funding, Funding without recourse, except as set forth herein, to Funding all of its right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Initial Conveyed Contributed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections PurchaseIncremental Funding, in consideration of the payment described in Article III Section 3.1 with respect to the date of such Distribution DateIncremental Funding, CAC shall, shall and CAC does hereby agree to to, contribute, convey, assign, sell and transfer to Funding, Funding without recourse, except as set forth in this Agreement, to Funding all of its right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Subsequent Conveyed Contributed Property with respect to on and as of the date of such Distribution DateIncremental Funding. (c) Except as specifically provided in this Agreement, the sale and purchase of Contributed Property under this Agreement shall be without recourse to CAC; it being understood that CAC shall be liable to Funding for all representations, warranties, covenants and indemnities made by CAC pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to CAC for the credit risk of the Obligors. (d) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising after the end of the Revolving Period under any Dealer Loan included in the Initial Conveyed Contributed Property and or Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Contributed Property which rights are attributable to advances made under such Dealer Loan Loans as the result of additional Dealer Loan Contracts being allocated added after the last day of the last full Collection Period during the Revolving Period to the Open Pool securing identifiable group of Contracts to which such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunderrelates. (de) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding (or any of its assigns) or any other Secured Party under the Loan and Security Agreement of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (ef) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Contributed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (fg) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Contributed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be and is hereby authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Contributed Property. (gh) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Contributed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance contribution of all of CAC's right, title and interest in and to such Loans and other Conveyed Contributed Property by CAC to Funding and that CAC relinquishes control over and all rights, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing AgreementFunding. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Contributed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Contributed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkMichigan and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Contributed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Contributed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this AgreementAgreement and until the earlier of such time as Funding shall have received all Collections or CAC shall have purchased the Loans and other Contributed Property pursuant to a Clean-up Call. (hi) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Initial Funding Date and each Distribution Funding Date on which Subsequent Conveyed Property new Pools or Purchased Loans are sold by CAC conveyed to Funding, as applicablethe case may be, one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date and each Funding Date, and all Contracts securing or evidencing all such Loans, identified by by, as applicable, account number, dealer number and, for Contracts securing Dealer Loans, and pool numbernumber as of the end of the Collection Period immediately preceding the Funding Date. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated on the date of each Distribution Date Incremental Funding in the Revolving Period to include all Contributed Property conveyed on which additional Subsequent Conveyed Property is conveyed by CAC to the date of each such Incremental Funding so that that, on each such date, Funding will have an aggregate list and Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Datedate of Incremental Funding, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing AgreementCollateral). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy date of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections PurchaseIncremental Funding. (ij) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer or contribution of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that such item is a financing secured by the Loans and is non-recourse to CAC. (k) Each of CAC and Funding represents and warrants as to itself that each remittance of amounts by CAC to Funding under this Agreement will have been contributed on an arms-length basis to (x) in payment of a debt incurred by Funding in the ordinary course of business or financial affairs of Funding and that Funding's assets are not available to CAC and (y) made in the ordinary course of business or financial affairs of Funding and CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC does hereby did convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, to Funding all of its right, title and interest in and to the Initial Conveyed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections PurchaseIncremental Funding during the Revolving Period, in consideration of the payment described in Article III Section 3.1 with respect to the date of such Distribution DateIncremental Funding, CAC shall, shall and CAC does hereby agree to to, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreement, to Funding all of its right, title and interest in and to the Subsequent Conveyed Property with respect to the date of such Distribution DateIncremental Funding. Each transfer of the Subsequent Conveyed Property pursuant to this Section 2.1(b) shall be evidenced by an assignment agreement executed by CAC in form and substance consistent with CAC’s current practices for the transfer of assets under similar facilities. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising after the end of the Revolving Period under any Dealer Loan included in the Initial Conveyed Property and or Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Property which rights are attributable to advances made under such Dealer Loan Loans as the result of additional Dealer Loan Contracts being allocated added after the last day of the last full Collection Period during the Revolving Period to the Open Pool securing identifiable group of Dealer Loan Contracts to which such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunderrelates. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance contribution of all of CAC's right, title and interest in and to such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes all title and control over and all rights, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately the Loans upon the transfer of each such Conveyed Property Loan under this Agreement; Agreement (except that, for to the avoidance extent CAC acts as the Servicer of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing AgreementLoans). Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are sold by CAC to Funding, as applicableInitial Funding Date, one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date, and all Contracts securing or evidencing all such Loans, identified by by, as applicable, account number, dealer number and, for Contracts securing Dealer Loans, and pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on the date of each Distribution Date Incremental Funding in the Revolving Period so that, on which additional Subsequent Conveyed Property is conveyed by CAC to each such date, Funding so that will have an Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Datedate of Incremental Funding, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all relating to such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement)Loans. Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Datedate of Incremental Funding. FurthermoreFor the avoidance of doubt, CAC agrees to supplement and update any deletions or omissions from Exhibit A by delivering to Funding a copy shall not be effective except upon compliance with the procedures and requirements of Section 2.13, Section 4.5 or Section 8.2 of the list delivered pursuant to Loan and Security Agreement or Section 4.18 6.1 of the Sale and Servicing this Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that such item is a financing secured by the Loans have been contributed on an armsand is non-length basis to Funding and that Funding's assets are not available recourse to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC does hereby convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, to Funding all of its right, title and interest in and to the Initial Conveyed Contributed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections PurchaseIncremental Funding during the Revolving Period, in consideration of the payment described in Article III Section 3.1 with respect to the date of such Distribution DateIncremental Funding, CAC shall, and CAC does hereby agree to to, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreement, to Funding all of its right, title and interest in and to the Subsequent Conveyed Contributed Property with respect to the date of such Distribution DateIncremental Funding. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising after the end of the Revolving Period under any Dealer Loan included in the Initial Conveyed Contributed Property and or Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Contributed Property which rights are attributable to advances made under such Dealer Loan Loans as the result of additional Dealer Loan Contracts being allocated added after the last day of the last full Collection Period during the Revolving Period to the Open Pool securing identifiable group of Contracts to which such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunderrelates. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Contributed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Contributed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Contributed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Contributed Property by CAC to Funding pursuant to this Agreement be construed as an a absolute sale and conveyance contribution of all of CAC's right, title and interest in and to such Loans and other Conveyed Contributed Property by CAC to Funding and that CAC relinquishes control over and all rights, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing AgreementFunding. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Contributed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Contributed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkMichigan; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s 's right, title and interest in, to and under the Conveyed Contributed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Contributed Property, such security interest would be deemed to be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are sold by CAC to Funding, as applicableInitial Funding Date, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number and, for Contracts securing Dealer Loans, and pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated by lists delivered by CAC to Funding on the date of each Distribution Date Incremental Funding in the Revolving Period describing all Contributed Property conveyed on which additional Subsequent Conveyed Property is conveyed by CAC to the date of each such Incremental Funding so that that, on each such date, Funding will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Date, date of Incremental Funding and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that such item is a financing secured by the Loans have been contributed on an armsand is non-length basis to Funding and that Funding's assets are not available recourse to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in and to the Initial Conveyed Contributed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections PurchasePeriod, in consideration of the payment described in Article III Section 3.1 with respect to such Distribution Date, CAC shall, and CAC does hereby agree to to, contribute, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreement, all of its right, title and interest in and to the Subsequent Conveyed Contributed Property with respect to such Distribution Date. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising after the end of the Revolving Period under any Dealer Loan included in the Initial Conveyed Contributed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Contributed Property which rights are attributable to advances made under such Dealer Loan Loans as the result of additional Dealer Loan Contracts being allocated added after the last day of the last full Collection Period during the Revolving Period to the Open Pool securing identifiable group of Contracts to which such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunderrelates. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Contributed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Contributed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Contributed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Contributed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance contribution of all of CAC's right, title and interest in and to such Loans and other Conveyed Contributed Property by CAC to Funding and that CAC relinquishes control over and all rights, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing AgreementFunding. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Contributed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Contributed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkMichigan; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Contributed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Contributed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are sold by CAC to Funding, as applicableDate, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number and, for Contracts securing Dealer Loans, and pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated by lists delivered by CAC to Funding on each Distribution Date in the Revolving Period describing all Contributed Property conveyed on which additional Subsequent Conveyed Property is conveyed by CAC to each such Distribution Date so that, on each such date, Funding so that will have an aggregate list and Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Date, and the related Dealer Agreements, Agreements the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections PurchaseLoans. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that such item is a financing secured by the Loans have been contributed on an armsand is non-length basis to Funding and that Funding's assets are not available recourse to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell sell, contribute and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in in, to and to under the Initial Conveyed Property. (ba) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Date, CAC shall, and CAC does hereby agree to to, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreementherein, all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Date. (cb) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated to the Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (dc) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (ed) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (fe) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (gf) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's ’s right, title and interest in in, to and to under such Loans and other Conveyed Property to Funding and that CAC relinquishes control over and all rightsright, title and interest (legal or equitable) in in, to and under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; York and (ii) the any other applicable jurisdiction. The conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation of CAC to pay to Funding an amount equal to the Issuer Secured Obligations. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (hg) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are is sold by CAC to Funding, as applicable, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number number, original contract date and, for Contracts securing Dealer Loans, pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period on which additional Subsequent Conveyed Property is conveyed by CAC to Funding so that Exhibit A will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding hereunder on and prior to said Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (ih) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that the Loans have been contributed on an arms-length basis to Funding and that Funding's ’s assets are not available to CAC's ’s creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC shall and hereby does hereby contribute, convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, to Funding all of its right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Initial Conveyed Property. (b) CAC hereby further agrees that on the date of each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Incremental Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III herein with respect to such Distribution Datedate, CAC shall, shall and CAC hereby does hereby agree to to, contribute, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreement, to Funding all of its right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Subsequent Conveyed Property with respect to on and as of such Distribution Datedate. (c) Except as specifically provided in this Agreement, the sale and purchase of Conveyed Property under this Agreement shall be without recourse to CAC; it being understood that CAC shall be liable to Funding for all representations, warranties, covenants and indemnities made by CAC pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to CAC for the credit risk of the Obligors. (d) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and or Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Property which rights are attributable to advances made under such Dealer Loan as the result of additional such Dealer Loan being secured by an Open Pool on the date such Dealer Loan was sold and Dealer Loan Contracts being allocated added to the such Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (de) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding (or any of its assigns) or any other Secured Party under the Loan and Security Agreement of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (ef) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (fg) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be and is hereby 3 authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (gh) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's right, title and interest in and to such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes control over the Loans and all rightsright, title and interest (legal or equitable) in in, to and under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale Loan and Servicing Security Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkYork and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this AgreementAgreement and until the earlier of such time as Funding shall have received all Collections (or CAC shall have purchased the Loans and other Conveyed Property). (hi) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Initial Funding Date and each Distribution Funding Date on which Subsequent Conveyed Property are sold is conveyed by CAC to Funding, as applicablethe case may be, an Assignment executed by CAC and one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date and each Funding Date, and all Contracts securing or evidencing all such Loans, identified by by, as applicable, account number, dealer number and, for Contracts securing Dealer Loans, and pool numbernumber as of the end of the Collection Period immediately preceding such date. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated on the date of each Distribution Date Incremental Funding in the Revolving Period on which additional Subsequent to include all Conveyed Property is conveyed by CAC to on the date of each such Incremental Funding so that that, on each such date, Funding will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Datedate of Incremental Funding, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from the Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to as provided in Section 4.18 3.3 hereof and Section 6.15(b) of the Sale 4 Loan and Servicing Security Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Datedate of Incremental Funding. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the related list delivered pursuant to Section 4.18 6.15(c) of the Sale Loan and Servicing Security Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. For the avoidance of doubt, any deletions or omissions from Exhibit A shall not be effective except upon compliance with the procedures and requirements of Section 2.13, Section 4.5 or Section 8.2 of the Loan and Security Agreement or Section 6.1 of this Agreement. (ij) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer or contribution of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that such item is a financing secured by the Loans and is non-recourse to CAC. (k) Each of CAC and Funding represents and warrants as to itself that each remittance of amounts by CAC to Funding under this Agreement will have been contributed on an arms-length basis to made in the ordinary course of business or financial affairs of Funding and that Funding's assets are not available to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC did and hereby does hereby contribute, convey, assign, sell and transfer to Funding, Funding without recourse, except as set forth herein, to Funding all of its right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Initial Conveyed Contributed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections PurchaseIncremental Funding, in consideration of the payment described in Article III Section 3.1 with respect to the date of such Distribution DateIncremental Funding, CAC shall, shall and CAC does hereby agree to to, contribute, convey, assign, sell and transfer to Funding, Funding without recourse, except as set forth in this Agreement, to Funding all of its right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Subsequent Conveyed Contributed Property with respect to on and as of the date of such Distribution DateIncremental Funding. (c) Except as specifically provided in this Agreement, the sale and purchase of Contributed Property under this Agreement shall be without recourse to CAC; it being understood that CAC shall be liable to Funding for all representations, warranties, covenants and indemnities made by CAC pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to CAC for the credit risk of the Obligors. (d) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising after the end of the Revolving Period under any Dealer Loan included in the Initial Conveyed Contributed Property and or Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Contributed Property which rights are attributable to advances made under such Dealer Loan Loans as the result of additional Dealer Loan Contracts being allocated added after the last day of the last full Collection Period during the Revolving Period to the Open Pool securing identifiable group of Contracts to which such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunderrelates. (de) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding (or any of its assigns) or any other Secured Party under the Loan and Security Agreement of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (ef) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Contributed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (fg) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Contributed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be and is hereby authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Contributed Property. (gh) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Contributed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance contribution of all of CAC's right, title and interest in and to such Loans and other Conveyed Contributed Property by CAC to Funding and that CAC relinquishes control over and all rights, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing AgreementFunding. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Contributed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Contributed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkMichigan and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Contributed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Contributed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this AgreementAgreement and until the earlier of such time as Funding shall have received all Collections or CAC shall have purchased the Loans and other Contributed Property pursuant to a Clean-up Call. (hi) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are sold by CAC to Funding, as applicableInitial Funding Date, one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date, and all Contracts securing or evidencing all such Loans, identified by by, as applicable, account number, dealer number and, for Contracts securing Dealer Loans, and pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated by lists delivered by CAC to Funding on the date of each Distribution Date Incremental Funding in the Revolving Period describing all Contributed Property conveyed on which additional Subsequent Conveyed Property is conveyed by CAC to the date of each such Incremental Funding so that that, on each such date, Funding will have an aggregate list and Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Datedate of Incremental Funding, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections PurchaseLoans. (ij) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer or contribution of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that such item is a financing secured by the Loans and is non-recourse to CAC. (k) Each of CAC and Funding represents and warrants as to itself that each remittance of amounts by CAC to Funding under this Agreement will have been contributed on an arms-length basis to (x) in payment of a debt incurred by Funding in the ordinary course of business or financial affairs of Funding and that Funding's assets are not available to CAC and (y) made in the ordinary course of business or financial affairs of Funding and CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC shall and hereby does hereby contribute, convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, to Funding, and Funding shall and hereby does accept and purchase, all of its CAC’s right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Initial Conveyed Property. (b) CAC hereby further agrees that on the date of each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Incremental Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III hereof with respect to such Distribution Datedate, CAC shall, shall and CAC hereby does hereby agree to to, contribute, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreement, to Funding, and Funding shall and hereby does agree to accept and purchase, all of its CAC’s right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Subsequent Conveyed Property with respect to on and as of such Distribution Datedate. (c) Except as specifically provided in this Agreement, the sale and purchase of Conveyed Property under this Agreement shall be without recourse to CAC; it being understood that CAC shall be liable to Funding for all representations, warranties, covenants and indemnities made by CAC pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to CAC for the credit risk of the Obligors. (d) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and or Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Property which rights are attributable to advances made under such Dealer Loan as the result of additional such Dealer Loan being secured by an Open Pool on the date such Dealer Loan was sold and Dealer Loan Contracts being allocated added to the such Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (de) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding (or any of its assigns) or any Secured Party under the Loan and Security Agreement of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (ef) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (fg) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be and is hereby authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (gh) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance contribution of all of CAC's right, title and interest in and to such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes control over the Loans and all rightsright, title and interest (legal or equitable) in in, to and under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and CAC in its capacity as Servicer will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale Loan and Servicing Security Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkYork and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation obligations of CAC to pay to Funding an amount equal to CAC, and the Issuer Secured Obligationsrights of Funding, in each case set forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this AgreementAgreement and until the Collection Date. (hi) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Initial Funding Date and each Distribution Funding Date on which Subsequent Conveyed Property are sold is conveyed by CAC to Funding, as applicablethe case may be, an Assignment executed by CAC and one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date and each Funding Date, and all Contracts securing or evidencing all such Loans, identified by by, as applicable, account number, dealer number and, for Contracts securing Dealer Loans, and pool numbernumber as of the end of the Collection Period immediately preceding such date. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated on the date of each Distribution Date Incremental Funding in the Revolving Period on which additional Subsequent to include all Conveyed Property is conveyed by CAC to on the date of each such Incremental Funding so that that, on each such date, Funding will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Datedate of Incremental Funding, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from the Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to as provided in Section 4.18 3.3 hereof and Section 6.15(b) of the Sale Loan and Servicing Security Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Datedate of Incremental Funding. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the related list delivered pursuant to Section 4.18 6.15(c) of the Sale Loan and Servicing Security Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. For the avoidance of doubt, any deletions or omissions from Exhibit A shall not be effective except upon compliance with the procedures and requirements of Section 2.13, Section 4.5 or Section 8.2 of the Loan and Security Agreement or Section 6.1 of this Agreement. (ij) CAC will reflect the transactions described in paragraph paragraphs (a) and (b) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer or contribution of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that such item is a sale or absolute transfer or contribution of the Loans and is non-recourse to CAC. (k) In the event the conveyance of Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement is treated as a security interest granted by CAC to Funding to secure a debt incurred by CAC to Funding, then each of CAC and Funding represents and warrants as to itself that each remittance of Collections under this Agreement to Funding will have been contributed on an arms-length basis to (i) in payment of a debt incurred by CAC in the ordinary course of business or financial affairs of CAC and Funding and that (ii) made in the ordinary course of business or financial affairs of CAC and Funding's assets are not available to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC shall and hereby does hereby convey, assign, sell sell, contribute and transfer to Funding, Funding without recourse, except as set forth herein, and Funding shall and hereby does accept and purchase, all of its CAC’s right, title and interest in in, to and to under (whether now owned or hereafter acquired or arising and wherever located) the Initial Conveyed Property. (ba) CAC hereby further agrees that on each Distribution Addition Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Datedate, CAC shall, and CAC hereby does hereby agree to to, convey, assign, sell sell, contribute and transfer to Funding, Funding without recourse, except as set forth in this Agreementherein, and Funding shall and hereby does agree to accept and purchase, all of its CAC’s right, title and interest in in, to and to under (whether now owned or hereafter acquired or arising and wherever located) the Subsequent Conveyed Property with respect to such Distribution Datedate. (cb) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and or Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Property which rights are attributable to advances made under such Dealer Loan as the result of such Dealer Loan being secured by an Open Pool on the date such Dealer Loan was sold and additional Dealer Loan Contracts being allocated added to the such Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (dc) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (ed) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (fe) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be and hereby is authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (gf) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's right, title and interest in in, to and to under such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes control over over, and all rightsright, title and interest (legal or equitable) in in, to and under, any such Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and CAC in its capacity as Servicer will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale Loan and Servicing Security Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkYork and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation obligations of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this AgreementAgreement and until the earlier of such time as Funding shall have received all Collections (or CAC shall have purchased the Loans and other Conveyed Property). (hg) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Initial Funding Date and each Distribution Funding Date on which Subsequent Conveyed Property are sold is conveyed by CAC to Funding, as applicablethe case may be, an Assignment executed by CAC and one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Initial Funding Date and each Funding Date, and all Contracts securing or evidencing all such Loans, identified by by, account number, original contract date and, as applicable dealer number and, for Contracts securing Dealer Loans, and pool numbernumber as of the end of the Collection Period immediately preceding the Funding Date. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated on each Distribution Addition Date in the Revolving Period on which additional Subsequent to include all Conveyed Property is conveyed by CAC to on each such Addition Date so that, on each such date, Funding so that will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution such Addition Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Addition Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the related list delivered pursuant to Section 4.18 6.15(c) of the Sale Loan and Servicing Security Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. For the avoidance of doubt, any deletions or omissions from Exhibit A shall not be effective except upon compliance with the procedures and requirements of Section 2.13, Section 4.5 or Section 8.2 of the Loan and Security Agreement or Section 6.1 of this Agreement. (ih) CAC will reflect the transactions described in paragraph paragraphs (a) and (b) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer or contribution of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that such item is a sale or absolute transfer or contribution of the Loans have been contributed on an armsand is non-length basis to Funding and that Funding's assets are not available recourse to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in and to the Initial Conveyed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections PurchaseFunding, in consideration of the payment described in Article III Section 3.1 with respect to such Distribution Date, CAC shall, and CAC does hereby agree to convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreement, all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Date. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising after the end of the Revolving Period under any Dealer Loan included in the Initial Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated added after the last day of the last full Collection Period during the Revolving Period to the Open Pool securing identifiable group of Contracts to which such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunderrelates. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's right, title and interest in and to such Loans and other Conveyed Property to Funding and that CAC relinquishes control over and all rights, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; Agreement (except that, for to the avoidance extent CAC acts as the Servicer of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing AgreementLoans). Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation of CAC to pay to Funding an amount equal to the Issuer Secured Obligations. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are sold by CAC to Funding, as applicableDate, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number and, for Contracts securing Dealer Loans, and pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period on which additional Subsequent Conveyed Property is conveyed by CAC to Funding so that Exhibit A will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding hereunder on and prior to said Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement)Loans. Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that such item is a financing secured by the Loans have been contributed on an armsand is non-length basis to Funding and that Funding's assets are not available recourse to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of Upon the payments described in Section 3.1terms and subject to the conditions set forth herein (i) CAC hereby assigns, effective as of the Closing Datetransfers, CAC does hereby convey, assign, sell contributes and transfer conveys to Funding, without recourseand Funding hereby accepts from CAC, except as on the terms and subject to the conditions specifically set forth herein, all of its CAC's right, title and interest in interest, in, to and to under the Initial Conveyed Property. Contributed Property contributed on the Closing Date and, (bii) CAC hereby further agrees that on each Distribution any Contributed Property created after the Closing Date during the Revolving Period on which it decides to transfer additional Loans to Funding shall be assigned, transferred and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Date, CAC shall, and CAC does hereby agree to convey, assign, sell and transfer conveyed to Funding, without recourseand Funding hereby agrees to accept from CAC, except as on the terms and subject to the conditions specifically set forth in this Agreementherein, all of its CAC's right, title and interest in interest, in, to, and to the Subsequent Conveyed Property with respect to such Distribution Date. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in Contributed Property conveyed after the Initial Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing Closing Date. Any such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated to the Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any ContractRelated Security, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (eb) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Contributed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and protect the interests of Funding created herebyhereby under the UCC against all creditors of and purchasers from CAC, and to deliver either the originals of such financing statements or a file-file- stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (fc) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Contributed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to sign and file continuation statements and amendments to financing statements thereto and assignments thereof to preserve and protect its rightwithout CAC's signature. Carbon, title and interest in, to and under the Conveyed Propertyphotographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. (gd) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Contributed Property by CAC to Funding pursuant to this Agreement be construed as an a absolute sale and conveyance contribution of all of CAC's right, title and interest in and to such Loans and other Conveyed Contributed Property by CAC to Funding and that CAC relinquishes control over and all rights, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing AgreementFunding. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Contributed Property by CAC to Funding to secure a debt or other obligation of CAC. However, in the nature of a consensual lien securing an obligation. Howeverevent that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Contributed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkUCC; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s 's right, title and interest in, to and under the Conveyed Contributed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Contributed Property, such security interest would be deemed to be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (he) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are sold by CAC to Funding, as applicableDate, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number and, for Contracts securing Dealer Loans, and pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period on which additional Subsequent Conveyed Property is conveyed by CAC to Funding so that Exhibit A will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding hereunder on and prior to said Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that the Loans have been contributed on an arms-length basis to Funding and that Funding's assets are not available to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC does hereby did convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, to Funding all of its right, title and interest in and to the Initial Conveyed Contributed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections PurchaseIncremental Funding during the Revolving Period, in consideration of the payment described in Article III Section 3.1 with respect to the date of such Distribution DateIncremental Funding, CAC shall, shall and CAC does hereby agree to to, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreement, to Funding all of its right, title and interest in and to the Subsequent Conveyed Property with respect to the date of such Distribution DateIncremental Funding. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising after the end of the Revolving Period under any Dealer Loan included in the Initial Contributed Property or Subsequent Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan Loans as the result of additional Dealer Loan Contracts being allocated added after the last day of the last full Collection Period during the Revolving Period to the Open Pool securing identifiable group of Dealer Loan Contracts to which such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunderrelates. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an a absolute sale and conveyance contribution of all of CAC's right, title and interest in and to such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes all title and control over and all rights, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately the Loans upon the transfer of each such Conveyed Property Loan under this Agreement; Agreement (except that, for to the avoidance extent CAC acts as the Servicer of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing AgreementLoans). Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are sold by CAC to Funding, as applicableInitial Funding Date, one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date, and all Contracts securing or evidencing all such Loans, identified by by, as applicable, account number, dealer number and, for Contracts securing Dealer Loans, and pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated by lists delivered by CAC to Funding on the date of each Distribution Date Incremental Funding in the Revolving Period on which additional Subsequent describing all Conveyed Property is conveyed by CAC to on the date of each such Incremental Funding so that that, on each such date, Funding will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Datedate of Incremental Funding, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all relating to such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections PurchaseLoans. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that such item is a financing secured by the Loans have been contributed on an armsand is non-length basis to Funding and that Funding's assets are not available recourse to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC shall and hereby does hereby contribute, convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, to Funding, and Funding shall and hereby does accept and purchase, all of its CAC’s right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Initial Conveyed Property. (b) CAC hereby further agrees that on the date of each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Incremental Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III hereof with respect to such Distribution Datedate, CAC shall, shall and CAC hereby does hereby agree to to, contribute, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreement, to Funding, and Funding shall and hereby does agree to accept and purchase, all of its CAC’s right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Subsequent Conveyed Property with respect to on and as of such Distribution Datedate. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and or Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Property which rights are attributable to advances made under such Dealer Loan as the result of additional such Dealer Loan being secured by an Open Pool on the date such Dealer Loan was sold and Dealer Loan Contracts being allocated added to the such Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be and is hereby authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance contribution of all of CAC's right, title and interest in and to such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes control over the Loans and all rightsright, title and interest (legal or equitable) in in, to and under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and CAC in its capacity as Servicer will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale Loan and Servicing Security Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation obligations of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the foregoing with respect to Dealer Loans and the conveyance of Loans in connection with each Dealer Collections Purchase when made, each Dealer Collections Purchase shall be effected as provided in Section 2.1(b) and (c) and Section 3.2 hereof and Section 6.15 of the Loan and Security Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Initial Funding Date and each Distribution Funding Date on which Subsequent Conveyed Property are sold is conveyed by CAC to Funding, as applicablethe case may be, an Assignment executed by CAC and one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date and each Funding Date, and all Contracts securing or evidencing all such Loans, identified by account number, original contract date and, as applicable, dealer number and, for Contracts securing Dealer Loans, and pool numbernumber as of the end of the Collection Period immediately preceding such date. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated on the date of each Distribution Date Incremental Funding in the Revolving Period on which additional Subsequent to include all Conveyed Property is conveyed by CAC to on the date of each such Incremental Funding so that that, on each such date, Funding will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Datedate of Incremental Funding, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from the Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to as provided in Section 4.18 3.3 hereof and Section 6.15(b) of the Sale Loan and Servicing Security Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Datedate of Incremental Funding. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the related list delivered pursuant to Section 4.18 6.15(c) of the Sale Loan and Servicing Security Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. For the avoidance of doubt, any deletions or omissions from Exhibit A shall not be effective except upon compliance with the procedures and requirements of Section 2.13, Section 4.5 or Section 8.2 of the Loan and Security Agreement or Section 6.1 of this Agreement. (i) CAC will reflect the transactions described in paragraph paragraphs (a) and (b) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer or contribution of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that such item is a sale or absolute transfer or contribution of the Loans have been contributed on an armsand is non-length basis to Funding and that Funding's assets are not available recourse to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC does hereby did convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, to Funding all of its right, title and interest in and to the Initial Conveyed Contributed Property. (b) CAC hereby further agrees that on the date of each Distribution Date Incremental Funding during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III Section 3.1 with respect to such Distribution Datedate, CAC shall, and CAC does hereby agree to to, convey, assign, sell sell, contribute and transfer to Funding, without recourse, except as set forth in this Agreement, to Funding all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Datedate. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Contributed Property or Subsequent Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional such Dealer Loan being secured by an Open Pool on the date such Dealer Loan was sold and Dealer Loan Contracts being allocated added to the such Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Datefile, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Effective Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance contribution of all of CAC's right, title and interest in and to such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes control over the Loans and all rightsright, title and interest (legal or equitable) in in, to or under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; Agreement (except that, for to the avoidance extent of doubt, CAC may effect a any Dealer Collections Purchase from time Purchases and to time and will continue to service the Conveyed Property, in each case, in accordance with extent CAC acts as the terms Servicer of this Agreement and the Sale and Servicing AgreementLoans). Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; York and any other applicable jurisdiction. In furtherance of the foregoing, (i) CAC hereby affirms its grant of security interest pursuant to the Fourth A&R Contribution Agreement and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation obligations of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the foregoing with respect to Dealer Loans and the conveyance of Loans in connection with each Dealer Collections Purchase when made, each Dealer Collections Purchase shall be effected as provided in Section 2.1(b) and (c) and Section 3.2 hereof and Section 6.15 of the Loan and Security Agreement. (h) In connection with such conveyance, CAC delivered to Funding on the Initial Funding Date and agrees to deliver to Funding on the Closing Date and each Distribution Funding Date on which Subsequent Conveyed Property are sold is conveyed by CAC to Funding, as applicablethe case may be, an Assignment executed by CAC and one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Initial Funding Date and each Funding Date, and all Contracts securing or evidencing all such Loans, identified by account number, original contract date and, as applicable, dealer number and, for Contracts securing Dealer Loans, and pool numbernumber as of the end of the Collection Period immediately preceding the Funding Date. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated on the date of each Distribution Date Incremental Funding in the Revolving Period on which additional Subsequent to include all Conveyed Property is conveyed by CAC to on the date of each such Incremental Funding so that that, on each such date, Funding will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Datedate of Incremental Funding, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied extinguished pursuant to Section 4.18 6.15(b) of the Sale Loan and Servicing Security Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Datedate of Incremental Funding. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the related list delivered pursuant to Section 4.18 6.15(c) of the Sale Loan and Servicing Security Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. For the avoidance of doubt, any deletions or omissions from Exhibit A shall not be effective except upon the satisfaction of the conditions precedent in Section 3.2 of the Loan and Security Agreement and/or upon compliance with the procedures and requirements of Section 4.5 or Section 9.2 of the Loan and Security Agreement or Section 6.1 of this Agreement. (i) CAC has at all relevant times reflected, and will reflect continue to reflect, the transactions described in paragraph paragraphs (a) and (b) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC has reflected, and will reflect continue to reflect, this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principlesGAAP. CAC has presented, and will present continue to present, the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that such item is a financing secured by the Loans have been contributed on an armsand is non-length basis to Funding and that Funding's assets are not available recourse to CAC's creditors. (j) In connection with the first Funding Date occurring after the Effective Date, CAC agrees to deliver or cause to be delivered to the Deal Agent an opinion of the counsel for CAC, in form and substance reasonably satisfactory to the Deal Agent, with respect to the creation of the security interest in the Subsequent Conveyed Property identified in the Assignment corresponding to such Funding Date, which opinion may contain usual and customary assumptions, limitations and exceptions.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Initial Funding Date, CAC did and hereby does hereby contribute, convey, assign, sell and transfer to Funding, Funding without recourse, except as set forth herein, to Funding all of its right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Initial Conveyed Property. (b) CAC hereby further agrees that on the date of each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Incremental Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III herein with respect to such Distribution Datedate, CAC shall, shall and CAC does hereby agree to to, contribute, convey, assign, sell and transfer to Funding, Funding without recourse, except as set forth in this Agreement, to Funding all of its right, title and interest in and to (whether now owned or hereafter acquired or arising and wherever located) the Subsequent Conveyed Property with respect to on and as of such Distribution Datedate. (c) Except as specifically provided in this Agreement, the sale and purchase of Conveyed Property under this Agreement shall be without recourse to CAC; it being understood that CAC shall be liable to Funding for all representations, warranties, covenants and indemnities made by CAC pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to CAC for the credit risk of the Obligors. (d) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and or Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, Property which rights are attributable to advances made under such Dealer Loan as the result of additional such Dealer Loan being secured by an Open Pool on the date such Dealer Loan was sold and Dealer Loan Contracts being allocated added to the such Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (de) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding (or any of its assigns) or any other Secured Party under the Loan and Security Agreement of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (ef) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Initial Funding Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on or before the Closing Initial Funding Date. (fg) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be and is hereby authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (gh) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's right, title and interest in and to such Loans and other Conveyed Property by CAC to Funding and that CAC relinquishes control over the Loans and all rightsright, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale Loan and Servicing Security Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, in the event that, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or and other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transactionare construed to constitute property of CAC, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New YorkYork and any other applicable jurisdiction; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation rights of CAC to pay to Funding an amount equal to the Issuer Secured Obligationsset forth in this Agreement or as may be determined in connection therewith by applicable law. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this AgreementAgreement and until the earlier of such time as Funding shall have received all Collections or CAC shall have purchased the Loans and other Conveyed Property pursuant to a Clean-up Call. (hi) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Initial Funding Date and each Distribution Funding Date on which Subsequent Conveyed Property are sold is conveyed by CAC to Funding, as applicablethe case may be, an Assignment executed by CAC and one or more computer files or microfiche lists containing true and complete lists of all applicable Dealer Agreements, Purchase Agreements, Agreements and Loans conveyed to Funding on the Closing Initial Funding Date and each Funding Date, and all Contracts securing or evidencing all such Loans, identified by by, as applicable, account number, dealer number and, for Contracts securing Dealer Loans, and pool numbernumber as of the end of the Collection Period immediately preceding such date. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such list and such Exhibit A shall be supplemented and updated on the date of each Distribution Date Incremental Funding in the Revolving Period on which additional Subsequent to include all Conveyed Property is conveyed by CAC to on the date of each such Incremental Funding so that that, on each such date, Funding will have an aggregate list constituting Exhibit A will describe that describes all existing Loans, on an aggregate basis, which have been Loans conveyed by CAC to Funding hereunder on and or prior to said Distribution Datedate of Incremental Funding, and the any related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from the Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to as provided in Section 4.18 3.3 hereof and Section 6.15(b) of the Sale Loan and Servicing Security Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Datedate of Incremental Funding. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the related list delivered pursuant to Section 4.18 6.15(c) of the Sale Loan and Servicing Security Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (ij) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable its non-consolidated state tax returns as a sale or other absolute transfer or contribution of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that such item is a financing secured by the Loans and is non-recourse to CAC. (k) Each of CAC and Funding represents and warrants as to itself that each remittance of amounts by CAC to Funding under this Agreement will have been contributed on an arms-length basis to (x) in payment of a debt incurred by Funding in the ordinary course of business or financial affairs of Funding and that Funding's assets are not available to CAC and (y) made in the ordinary course of business or financial affairs of Funding and CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell sell, contribute and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in in, to and to under the Initial Conveyed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Date, CAC shall, and CAC does hereby agree to to, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreementherein, all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Date. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated to the Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's ’s right, title and interest in in, to and to under such Loans and other Conveyed Property to Funding (including for purposes of the UCC to the extent applicable) and that CAC relinquishes control over and all rightsright, title and interest (legal or equitable) in in, to and under any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; York and (ii) the any other applicable jurisdiction. The conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation of CAC to pay to Funding an amount equal to the Issuer Secured Obligations. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are is sold by CAC to Funding, as applicable, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number number, original contract date and, for Contracts securing Dealer Loans, pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period on which additional Subsequent Conveyed Property is conveyed by CAC to Funding so that Exhibit A will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding hereunder on and prior to said Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "“on-balance sheet" ” item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's ’s separate existence and stating that the Loans have been contributed sold on an arms-length basis to Funding and that Funding's ’s assets are not available to CAC's ’s creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in and to the Initial Conveyed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections PurchaseFunding, in consideration of the payment described in Article III Section 3.1 with respect to such Distribution Date, CAC shall, and CAC does hereby agree to convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreement, all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Date. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising after the end of the Revolving Period under any Dealer Loan included in the Initial Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated to the Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunderafter the last day of the last full Collection Period during the Revolving Period. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's right, title and interest in and to such Loans and other Conveyed Property to Funding and that CAC relinquishes control over and all rights, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; Agreement (except that, for to the avoidance extent CAC acts as the Servicer of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing AgreementLoans). Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation of CAC to pay to Funding an amount equal to the Issuer Secured Obligations. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are sold by CAC to Funding, as applicable, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number and, for Contracts securing Dealer Loans, pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period on which additional Subsequent Conveyed Property is conveyed by CAC to Funding so that Exhibit A will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding hereunder on and prior to said Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement)Loans. Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that the Loans have been contributed on an arms-length basis to Funding and that Funding's assets are not available to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in and to the Initial Conveyed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections PurchaseFunding, in consideration of the payment described in Article III Section 3.1 with respect to such Distribution Date, CAC shall, and CAC does hereby agree to convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreement, all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Date. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising after the end of the Revolving Period under any Dealer Loan included in the Initial Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated added after the last day of the last full Collection Period during the Revolving Period to the Open Pool securing identifiable group of Contracts to which such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunderrelates. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's right, title and interest in and to such Loans and other Conveyed Property to Funding and that CAC relinquishes control over and all rights, title and interest (legal or equitable) in any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; Agreement (except that, for to the avoidance extent CAC acts as the Servicer of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing AgreementLoans). Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation of CAC to pay to Funding an amount equal to the Issuer Secured Obligations. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are sold by CAC to Funding, as applicable, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number and, for Contracts securing Dealer Loans, pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period on which additional Subsequent Conveyed Property is conveyed by CAC to Funding so that Exhibit A will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding hereunder on and prior to said Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement)Loans. Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that the Loans have been contributed on an arms-length basis to Funding and that Funding's assets are not available to CAC's creditors.

Contribution and Sale of Loans. (a) In consideration of the payments described in Section 3.1, effective as of the Closing Date, CAC does hereby convey, assign, sell and transfer to Funding, without recourse, except as set forth herein, all of its right, title and interest in and to the Initial Conveyed Property. (b) CAC hereby further agrees that on each Distribution Date during the Revolving Period on which it decides to transfer additional Loans to Funding and the date of each Dealer Collections Purchase, in consideration of the payment described in Article III with respect to such Distribution Date, CAC shall, and CAC does hereby agree to to, convey, assign, sell and transfer to Funding, without recourse, except as set forth in this Agreement, all of its right, title and interest in and to the Subsequent Conveyed Property with respect to such Distribution Date. (c) CAC hereby further agrees that the above-described conveyances shall, without the need for any further action on the part of CAC or Funding, include (i) all rights arising under any Dealer Loan included in the Initial Conveyed Property and Subsequent Conveyed Property, including, without limitation, a security interest in each Dealer Loan Contract securing such Dealer Loan, which rights are attributable to advances made under such Dealer Loan as the result of additional Dealer Loan Contracts being allocated to the Open Pool securing such Dealer Loan and (ii) all rights arising under any Dealer Collections Purchase Agreement, including any Purchased Loans and Related Security arising thereunder. (d) Each such contribution, sale, assignment, transfer and conveyance does not constitute an assumption by Funding of any obligations of CAC or any other Person to Obligors or to any other Person in connection with the Loans or under any Contract, Dealer Agreement, Purchase Agreement or other agreement and instrument relating to the Loans. (e) In connection with any such foregoing conveyance, CAC agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements (and authorizes the filing of any continuation statements and amendments with respect thereto) with respect to the Conveyed Property conveyed by CAC hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the interests of Funding created hereby, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to Funding on the Closing Date. (f) CAC agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as Funding may reasonably request in order to perfect or protect the interest of Funding in the Loans and other Conveyed Property purchased hereunder or to enable Funding to exercise or enforce any of its rights hereunder. CAC shall, upon request of Funding, obtain such additional search reports as Funding shall request. To the fullest extent permitted by applicable law, Funding shall be authorized and permitted to file continuation statements and amendments to financing statements and assignments thereof to preserve and protect its right, title and interest in, to and under the Conveyed Property. (g) It is the express intent of CAC and Funding that the conveyance of the Loans and other Conveyed Property by CAC to Funding pursuant to this Agreement be construed as an absolute sale and conveyance of all of CAC's right, title and interest in and to such Loans and other Conveyed Property to Funding and that CAC relinquishes control over and all rights, title and interest (legal or equitable) in and to any Loan or other Conveyed Property immediately upon the transfer of each such Conveyed Property under this Agreement; except that, for the avoidance of doubt, CAC may effect a Dealer Collections Purchase from time to time and will continue to service the Conveyed Property, in each case, in accordance with the terms of this Agreement and the Sale and Servicing Agreement. Further, it is not the intention of CAC and Funding that such conveyance be deemed a grant of a security interest in the Loans and other Conveyed Property by CAC to Funding in the nature of a consensual lien securing an obligation. However, notwithstanding the express intent of the parties, if and to the extent the transfer of any of the Loans or other Conveyed Property is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC as enacted in the State of New York; and (ii) the conveyance by CAC provided for in this Agreement shall be deemed to be, and CAC hereby grants to Funding, a first priority, perfected security interest in, to and under and a lien on all of CAC’s right, title and interest in, to and under the Conveyed Property, to secure the obligation of CAC to pay to Funding an amount equal to the Issuer Secured Obligations. CAC and Funding shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create such a security interest in the Loans and other Conveyed Property, such security interest would be a perfected security interest in favor of Funding under applicable law and will be maintained as such throughout the term of this Agreement. (h) In connection with such conveyance, CAC agrees to deliver to Funding on the Closing Date and each Distribution Date on which Subsequent Conveyed Property are is sold by CAC to Funding, as applicable, one or more computer files or microfiche lists containing true and complete lists of all Dealer Agreements, Purchase Agreements, Loans conveyed to Funding on the Closing Date, and all Contracts securing or evidencing all such Loans, identified by account number, dealer number and, for Contracts securing Dealer Loans, pool number. Such file or list shall be marked as Exhibit A to this Agreement, shall be delivered to Funding as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Such Exhibit A shall be supplemented and updated on each Distribution Date in the Revolving Period on which additional Subsequent Conveyed Property is conveyed by CAC to Funding so that Exhibit A will describe all existing Loans, on an aggregate basis, which have been conveyed by CAC to Funding hereunder on and prior to said Distribution Date, and the related Dealer Agreements, the related Purchase Agreements and all Contracts securing or evidencing all such Loans (other than those that have been released from Collateral and those Dealer Loans that have been deemed to be satisfied pursuant to Section 4.18 of the Sale and Servicing Agreement). Such updated Exhibit A shall be deemed to replace any existing Exhibit A as of such Distribution Date. Furthermore, CAC agrees to supplement and update Exhibit A by delivering to Funding a copy of the list delivered pursuant to Section 4.18 of the Sale and Servicing Agreement, identifying the Purchased Loan Contracts and related Subsequent Conveyed Property identified therein arising from a Dealer Collections Purchase. (i) CAC will reflect the transactions described in paragraph (a) of this Section 2.1 on its internal non-consolidated financial statements and on any applicable non-consolidated state tax returns as a sale or other absolute transfer of the Loans from CAC to Funding, even though CAC will reflect this transaction on its consolidated financial statements as an "on-balance sheet" item in accordance with generally accepted accounting principles. CAC will present the data in its consolidated financial statements with an accompanying footnote describing Funding's separate existence and stating that the Loans have been contributed on an arms-length basis to Funding and that Funding's assets are not available to CAC's creditors.