Common use of Conveyance of Initial Receivables Clause in Contracts

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor of the Notes and the Certificates, on the Closing Date the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.

Conveyance of Initial Receivables. In consideration Subject to the terms and conditions of this Agreement, the Issuing Entity’s delivery Seller, pursuant to or the mutually agreed upon the order of the Depositor of the Notes and the Certificatesterms contained herein, on the Closing Date the Depositor does hereby sellsells, transfertransfers, assignassigns, set over and otherwise convey conveys to the Issuing EntityTrust, without recourse (subject to the but without limitation of its obligations in this Agreement), all of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the following: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and Receivables, all monies received at any time paid or payable thereon and or in respect thereof after the Initial Cutoff Date (including amounts due on or before the Initial Cutoff Date but received by AFL or the Seller after the Initial Cutoff Date; (b) the ), an assignment of security interests in, and of AFL in the liens onrelated Financed Vehicles, the Financed Vehicles granted by Obligors in connection with Insurance Policies and any proceeds from any Insurance Policies relating to the Initial Receivables Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Collateral Insurance and any other interest Force-Placed Insurance relating to the Initial Receivables, an assignment of the Depositor in such Financed Vehicles; (c) any proceeds rights of AFL or the Seller against Dealers with respect to the Initial Receivables from claims under the Dealer Agreements and the Dealer Assignments, all items contained in the related Receivable Files, any and all other documents that AFL keeps on any physical damagefile in accordance with its customary procedures relating to the Initial Receivables, credit life the Obligors or disability insurance policies covering such the related Financed Vehicles or Obligors; Vehicles, an assignment of the rights of the Seller under the Purchase Agreements, property (dincluding the right to receive future Liquidation Proceeds) any Financed Vehicle that shall have secured secures an Initial Receivable and shall have that has been acquired by or on behalf of the DepositorTrust pursuant to liquidation of such Receivable, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited tothe Trust Accounts and all investments therein and proceeds thereof, and all proceeds of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each Subsequent Transfer Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, transfer and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account assignment contemplated hereby and each Subsequent Transfer DepositAgreement is held not to be a sale, this Agreement and each Subsequent Transfer Agreement shall constitute a grant of a security interest to the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined Trust in the Uniform Commercial Code as from time property referred to time in effect) constituting this Section 2.1 or relating transferred to the foregoing; and (h) Trust pursuant to the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificatesrelated Subsequent Transfer Agreement.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor of the Notes and the Certificates, on the Closing Date the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, Depositor whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial Receivables identified in on the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery of the Class R Certificate to or upon the order of the Depositor Transferor on the Closing Date and the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to, on or upon the Closing Date order of, the Depositor Transferor in accordance with the terms of this Agreement, the Transferor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein)recourse, pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the DepositorTransferor in, whether now or hereafter acquired, to and wherever located, in and to the followingunder: (ai) the Initial Receivables identified listed in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (A hereto, all of which are identified in World Omni’s computer files by a code indicating monies received on the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial Cutoff DateDate and, with respect to any Initial Receivables which are Precomputed Receivables, the related Payahead Amount, and all Liquidation Proceeds and Recoveries received with respect to such Initial Receivables; (bii) the security interests in, and in the liens on, the related Financed Vehicles granted by the related Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Transferor in such Financed Vehicles, including the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (ciii) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering such or certificates or the VSI Policy, if any, relating to the related Financed Vehicles or the related Obligors, including any rebates and premiums; (div) any Financed Vehicle property (including the right to receive future Liquidation Proceeds) that shall have secured secures an Initial Receivable and shall have that has been acquired by or on behalf of the Depositor, Transferor pursuant to the Servicer or the Trustliquidation of such Initial Receivable; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (fv) the Purchase Agreement including a direct right to cause LBAC to purchase Initial Receivables from the Issuer upon the occurrence of a breach of any of the representations and warranties contained in Section 3.03(b) of the Purchase Agreement or the failure of LBAC to timely comply with its obligations pursuant to Section 5.05 of the Purchase Agreement; (gvi) refunds for the costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or Financed Vehicle or his or her obligations with respect to such Financed Vehicle and any recourse to Dealers for any of the foregoing; (vii) the Legal Files and the Receivable Files related to each Initial Receivable and any and all other documents that LBAC keeps on file in accordance with its customary procedures relating to the Initial Receivables, the related Obligors or the related Financed Vehicles; (viii) all “accounts,” “chattel paper,” “general intangibles” amounts and “promissory notes” (as such terms are defined in the Uniform Commercial Code as property from time to time held in effect) constituting or relating credited to the foregoingLock-Box Account, to the extent such amounts and property relate to the Initial Receivables; (ix) any proceeds from recourse against Dealers (other than any Chargeback Obligations), including any Dealer Title Guaranties with respect to the Initial Receivables, with respect to the sale of the Initial Receivables; and (hx) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificatesforegoing.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s --------------------------------- Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) an assignment of the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf all rights of the Depositor, the Servicer or the TrustSeller against Dealers pursuant to Dealer Agreements; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the related Receivables Purchase AgreementFiles; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller's right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Purchase Agreement, including the foregoingSeller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit and CP Funding under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, foregoing. It is the intention of the Seller that the foregoing items (a) through (h) transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not include be part of the Notes Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor of the Notes and the Certificates, on the Closing Date the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, Depositor whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial Receivables identified in on the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) an assignment of the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an proceeds from any Initial Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and shall have been acquired by Sale Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer related Dealer Agreement or the TrustAuto Loan Purchase Agreement; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the related Receivables Purchase AgreementFiles; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller's right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Purchase Agreement, including the foregoingSeller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, foregoing. It is the intention of the Seller that the foregoing items (a) through (h) transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not include be part of the Notes Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Initial Receivables. (a) In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:“Initial Assets”): (ai) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including all monies received thereon and in respect thereof paid thereunder on or after the Initial Cutoff Date; (bii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (ciii) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or ObligorsObligors (to the extent not used to purchase Substitute Equipment); (div) the Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts included in the Initial Receivables) and the Purchase Agreement, including the right of the Seller to cause CNHCA to repurchase Initial Receivables from the Seller under the circumstances described therein; (v) any proceeds from recourse to Dealers with respect to the Initial Receivables; (vi) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (evii) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (hviii) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the “Assignment”). (b) The Seller hereby Grants to The Bank of New York Trust Company, N.A., as Indenture Trustee on behalf of the Noteholders and the Backup Servicer, all of the Seller’s right, title and interest in and to all funds on deposit from time to time in the Backup Servicer Account, including the Backup Servicer Account Initial Deposit, and in all investments and proceeds thereof (including Liquidation Proceedsall income thereon); provided. The foregoing Grant is made to secure the Seller’s obligation to make funds available in the Backup Servicer Account available to the Indenture Trustee to pay Backup Servicer Expenses. The Bank of New York Trust Company, howeverN.A., that as Indenture Trustee on behalf of the foregoing items Noteholders and the Backup Servicer, (a1) through acknowledges such Grant and (h2) shall not include the Notes and Certificatesagrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Initial Receivables. In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor of the Notes and the Certificates, Seller on the Closing Date of an amount equal to the Depositor book value of the Receivables sold by the Seller, as set forth on the books and records of the Seller [and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement], the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the Seller’s obligations of the Depositor set forth herein)) and the Issuer hereby purchases, pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the following:property listed in clauses (a) – (i) below, whether now owned or existing or hereafter acquired or arising. The foregoing consideration will be paid by the Issuer using net proceeds from the sale of the Notes and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the balance will be deemed a capital contribution from the Seller to the Issuer. (a) the Initial [Initial] Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial [Initial] Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial [Initial] Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the [Initial] Receivables; (d) any Financed Vehicle that shall have secured an Initial proceeds from any Receivable and shall have been acquired repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the Receivables Purchase Agreementrelated Receivable Files; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller’s right, title and “promissory notes” interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (g); and (hi) the all proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (a) through (h) shall not include the Notes and Certificates).

Conveyance of Initial Receivables. In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor of the Notes and the Certificates, Seller on the Closing Date of (x) the Depositor net proceeds from the sale of the Notes, (y) the Certificates and (z) the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the DepositorSeller in and to, whether now owned or existing or hereafter acquiredacquired or arising (collectively, and wherever located, in and to the following:“Initial Receivables Property”): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon thereunder on and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an proceeds from any Initial Receivable and shall have been acquired repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, Accounts and in all investments and proceeds thereof (including and all income thereon)rights of the Issuer therein; (f) any extended warranty service contracts on the Receivables Purchase Agreementrelated Financed Vehicles; (g) all “accounts,” “chattel paper,” “general intangibles” the related Receivable Files; (h) the Seller’s rights and “promissory notes” (as such terms are defined in benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Purchase Agreement, including the foregoingdelivery requirements, the representations and warranties and the cure and repurchase obligations of Franklin Capital under the Purchase Agreement; and (hi) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificatesforegoing.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest in, to and under the following (collectively, the “[Initial][CNHCR] Assets”): (i) the [Initial] Receivables, including all documents constituting chattel paper included therewith, and all obligations of the DepositorObligors thereunder, whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and including all monies received thereon and in respect thereof paid thereunder on or after the Initial [Initial] Cutoff Date; (bii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial [Initial] Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (ciii) any proceeds with respect to the Initial [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or ObligorsObligors (to the extent not used to purchase Substitute Equipment); (div) the Purchase Agreement, including the right of the Seller to cause CNHICA to repurchase [Initial] Receivables from the Seller under the circumstances described therein; (v) any proceeds from recourse to Dealers with respect to the [Initial] Receivables; (vi) any Financed Vehicle Equipment that shall have secured an Initial a[n] [Initial] Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (evii) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial [Initial] Deposit, [any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if any, Funded Amount,] and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (hviii) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (including Liquidation Proceedsthe “Assignment”); provided, however, that the foregoing items . (ab) through (h) shall not include the Notes and Certificates[Reserved.]

Conveyance of Initial Receivables. In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor Seller of the Notes and the Certificates, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor Seller set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, Seller whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial Receivables identified in on the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity Issuer (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the DepositorSeller, the Servicer or the Trust; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, Accounts from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if any, Deposit and in all investments and proceeds thereof (including all income thereon); (f) all right, title and interest of World Omni Auto Receivables LLC under the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery of the Certificate to or upon the order of the Depositor Transferor on the Closing Date and the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to, on or upon the Closing Date order of, the Depositor Transferor in accordance with the terms of this Agreement, the Transferor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein)recourse, pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Transferor in and to the followingto: (ai) the Initial Receivables identified listed in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (A hereto, all of which are identified in World Omni’s computer files by a code indicating monies received on the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial Cutoff DateDate and, with respect to any Initial Receivables which are Precomputed Receivables, the related Payahead Amount, and all Liquidation Proceeds and Recoveries received with respect to such Initial Receivables; (bii) the security interests in, and in the liens on, the related Financed Vehicles granted by the related Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Transferor in such Financed Vehicles, including, without limitation, the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (ciii) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering such or certificates or the VSI Policy, if any, relating to the related Financed Vehicles or the related Obligors, including any rebates and premiums; (div) any Financed Vehicle property (including the right to receive future Liquidation Proceeds) that shall have secured secures an Initial Receivable and shall have that has been acquired by or on behalf of the Depositor, Issuer pursuant to the Servicer or the Trustliquidation of such Initial Receivable; (ev) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, Purchase Agreement and the Pre-Funding AccountGuarantee including, if anywithout limitation, a direct right to cause LBAC to purchase Initial Receivables from time the Issuer upon the occurrence of a breach of any of the representations and warranties contained in Section 3.2(b) of the Purchase Agreement or the failure of LBAC to time, including timely comply with its obligations pursuant to Section 5.5 of the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (gvi) refunds for the costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or Financed Vehicle or his or her obligations with respect to such Financed Vehicle and any recourse to Dealers for any of the foregoing; (vii) the Legal Files and the Receivable Files related to each Initial Receivable and any and all other documents that LBAC keeps on file in accordance with its customary procedures relating to the Initial Receivables, the related Obligors or the related Financed Vehicles; (viii) all “accounts,” “chattel paper,” “general intangibles” amounts and “promissory notes” (as such terms are defined in the Uniform Commercial Code as property from time to time held in effect) constituting or relating credited to the foregoingLock-Box Account, to the extent such amounts and property relate to the Initial Receivables; (ix) any proceeds from recourse against Dealers (other than any Chargeback Obligations), including, without limitation, any Dealer Title Guaranties with respect to the Receivables, with respect to the sale of the Initial Receivables; and (hx) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificatesforegoing.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor of the Notes and the Certificates, on the Closing Date the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial [Initial] SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial [Initial] Receivables identified in the Schedule of Receivables to the Initial [Initial] SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial [Initial] Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial [Initial] Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial [Initial] Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any proceeds with respect to the Initial [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured [a] [an Initial Initial] Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, [the Negative Carry Account, if any, Account and the Pre-Funding Account, if any] [and the Accumulation Account], from time to time, including the Reserve Account Initial Deposit, [any Reserve Account Subsequent Transfer Deposit, ,] [the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if any, ,] and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the following, whether now owned or hereafter acquired: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof on or after the Initial Cutoff Cut-off Date (including amounts due on or before the Initial Cut-off Date but received by NAFI, the Seller or the Issuer on or after the Initial Cut-off Date); (b) the security interests in, any proceeds and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or life, disability insurance or other policies covering such the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables, and any proceeds from the liquidation of the Initial Receivables; (c) all rights against Dealers pursuant to Dealer Agreements or against Originators pursuant to Originator Agreements; (d) the related Receivables Files and any and all other documents that NAFI or the Seller keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicle Vehicles; (e) property (including the right to receive future Liquidation Proceeds) that shall have secured an Initial secures a Receivable and shall have that has been acquired by or on behalf of the Depositor, the Servicer or the TrustTrust pursuant to liquidation of such Receivable; (ef) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in Accounts (less all investments and proceeds thereof (including thereof), and all income thereon); (f) rights of the Receivables Purchase AgreementIssuer therein; (g) all “accounts,” “chattel paper,” “general intangibles” its rights and “promissory notes” (as such terms are defined in benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Conveyance Agreements, including the foregoingdelivery requirements, representations and warranties and the cure and repurchase obligations of NAFI under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing. The foregoing transfer and assignment does not constitute and is not intended to result in an assumption by the Trust Collateral Agent, any Noteholder or the Insurer of any obligation of the Seller, the Master Trust, Funding Trust II or NAFI to the Obligors, Dealers, insurers or any other Person in connection with the Receivables, the Receivable Files, or the insurance policies or any agreements or instruments relating to any of them. The Seller intends that the transfer and assignment by the Seller to the Trust contemplated by this Agreement constitute a sale to the Trust of all the Seller's right, title, and interest in and to the Receivables and the remainder of the Trust Property (including Liquidation Proceeds)other than the Note Policy) and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law; providedprovided that, in the event that, notwithstanding the intent of the Seller, the transfer is not held to be a sale, then it is intended that the conveyance shall be deemed to be a grant of a security interest as set forth below. By the transfer, assignment and set-over contemplated by this Section 2.1 and Section 2.2, the Seller further grants and transfers to the Trust Collateral Agent, for the benefit of all Noteholders and the Insurer, a first priority, perfected security interest, as their respective interests appear in Section 5.7, in all of the Seller's right, title and interest in, to and under the Receivables and the remainder of the Trust Property, whether now existing or hereafter acquired, and agrees that this Agreement shall also constitute a security agreement under applicable law. On or prior to the Closing Date, the Seller shall have filed a UCC financing statement or statements, appropriate under the applicable UCC, to reflect the assignment of the Receivables and the remainder of the Trust Property (other than the Note Policy) by the Seller to the Trust Collateral Agent and the Insurer and to protect the Noteholders' and the Insurer's interest in the Receivables, their proceeds and the Financed Vehicles, against all other Persons and shall thereafter file any appropriate continuation statements in respect thereof. During the term of this Agreement, the Seller shall not change its name, identity or structure or relocate its chief executive office or principal place of business without first giving at least 30 days' advance written notice to the Trust Collateral Agent, the Servicer and the Insurer; provided however, that the foregoing items (a) through (h) Trust Collateral Agent, the Servicer and the Insurer shall, subject to the last sentence of this paragraph, have no right or power to prohibit a change in the Seller's name, identity or structure or a relocation of, its chief executive office or principal place of business. If any change in the Seller's name, identity or structure or the relocation of its chief executive office or principal place of business would make any financing or continuation statement or notice of lien filed in connection with this Agreement misleading within the meaning of applicable provisions of the UCC or any title statute, the Seller, promptly but in no event later than thirty days after the effective date of such change, shall not include file such amendments or take such other actions as may be required to preserve and protect the Notes Trust Collateral Agent's interest in the Receivables and Certificatesproceeds thereof and the Financed Vehicles and the remainder of the Trust Property. Promptly after filing such amendments or taking such other action, the Seller shall deliver to the Trust Collateral Agent and the Insurer an Opinion of Counsel stating that all financing statements, continuation statements or amendments thereto necessary to continue the perfection of the interest of the Trust Collateral Agent in the Trust Property have been filed and reciting the details thereof.

Conveyance of Initial Receivables. In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor of the Notes and the Certificates, Seller on the Closing Date of an amount equal to the Depositor book value of the Receivables sold by the Seller, as set forth on the books and records of the Seller [and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement], the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the Seller’s obligations of the Depositor set forth herein)) and the Issuer hereby purchases, pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the following:property listed in clauses (a) – (i) below, whether now owned or existing or hereafter acquired or arising. The foregoing consideration will be paid by the Issuer using the net proceeds from the sale of the Notes and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the balance will be deemed a capital contribution from the Seller to the Issuer. (a) the Initial [Initial] Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial [Initial] Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial [Initial] Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the [Initial] Receivables; (d) any Financed Vehicle that shall have secured an Initial proceeds from any Receivable and shall have been acquired repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the Receivables Purchase Agreementrelated Receivable Files; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller’s right, title and “promissory notes” interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (g); and (hi) the all proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (a) through (h) shall not include the Notes and Certificates).

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor of the Notes and the Certificates, on the Closing Date the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial [Initial] SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial [Initial] Receivables identified in the Schedule of Receivables to the Initial [Initial] SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial [Initial] Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial [Initial] Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors Oxxxxxxx in connection with the Initial [Initial] Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any proceeds with respect to the Initial [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured [a] [an Initial Initial] Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, [the Negative Carry Account, if any, Account and the Pre-Funding Account, if any] [and the Accumulation Account], from time to time, including the Reserve Account Initial Deposit, [any Reserve Account Subsequent Transfer Deposit, ,] [the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if any, ,] and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.

Conveyance of Initial Receivables. (a) In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:“Initial Assets”): (ai) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including all monies received thereon and in respect thereof paid thereunder on or after the Initial Cutoff Date; (bii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (ciii) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or ObligorsObligors (to the extent not used to purchase Substitute Equipment); (div) the Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts included in the Initial Receivables) and the Purchase Agreement, including the right of the Seller to cause CNHCA to repurchase Initial Receivables from the Seller under the circumstances described therein; (v) any proceeds from recourse to Dealers with respect to the Initial Receivables; (vi) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (evii) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (hviii) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the “Assignment”). (b) The Seller hereby Grants to The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee on behalf of the Noteholders and the Backup Servicer, all of the Seller’s right, title and interest in and to all funds on deposit from time to time in the Backup Servicer Account, including the Backup Servicer Account Initial Deposit, and in all investments and proceeds thereof (including Liquidation Proceedsall income thereon); provided. The foregoing Grant is made to secure the Seller’s obligation to make funds available in the Backup Servicer Account available to the Indenture Trustee to pay Backup Servicer Expenses. The Bank of New York Mellon Trust Company, howeverN.A., that as Indenture Trustee on behalf of the foregoing items Noteholders and the Backup Servicer, (a1) through acknowledges such Grant and (h2) shall not include the Notes and Certificatesagrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor of the Notes and the Certificates, on the Closing Date the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial [Initial] SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial [Initial] Receivables identified in the Schedule of Receivables to the Initial [Initial] SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial [Initial] Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial [Initial] Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial [Initial] Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any proceeds with respect to the Initial [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured an Initial [Initial] Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, [the Negative Carry Account, if any, Account and the Pre-Funding Account, if any] [and the Accumulation Account], from time to time, including the Reserve Account Initial Deposit, [any Reserve Account Subsequent Transfer Deposit, ,] [the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if any, ,] and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s --------------------------------- Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) an assignment of the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an proceeds from any Initial Receivable and shall have been acquired repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the related Receivables Purchase AgreementFiles; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller's right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Purchase Agreement, including the foregoingSeller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit and CP Funding under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, foregoing. It is the intention of the Seller that the foregoing items (a) through (h) transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not include be part of the Notes Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Trust's issuance of, and the Owner Trustee's delivery to or upon the order of Seller of, the Depositor Certificate and the proceeds to be realized by the Trust from the issuance of the Notes and pursuant to the CertificatesIndenture, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityTrust, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C ): (the “Initial SSA Assignment”i) all right, title title, and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the following: (a) the Initial Receivables identified listed in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial Cutoff DateA hereto; (bii) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables Receivables; (iii) any Liquidation Proceeds and any other proceeds from claims or refunds of premiums on any physical damage, lender's single interest, credit life, disability and hospitalization insurance policies covering Financed Vehicles or Obligors related to the Initial Receivables; (iv) funds deposited in the Collection Account and the Pre-Funding Account; (v) the interest of the Depositor Seller in such Financed Vehiclesany proceeds from recourse to Dealers relating to the Initial Receivables; (cvi) any proceeds all documents contained in the Receivable Files for the Initial Receivables; (vii) all monies paid and all monies due, including Accrued Interest, as of and after the Initial Cutoff Date, with respect to the Initial Receivables from claims on any physical damage, credit life held by the Servicer or disability insurance policies covering such Financed Vehicles or ObligorsSeller (but excluding Accrued Interest paid prior to the Closing Date); (dviii) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf the rights of the Depositor, Seller pursuant to the Servicer or Purchase Agreements to require UAC to repurchase any Receivables as to which there has been a breach of the Trustrepresentations and warranties contained therein; (eix) the benefits of the Policy; and (x) all funds on deposit inproceeds of the foregoing. The Seller does hereby further assign, convey, pledge and “financial assets” grant a security interest in (as such term is defined i) any and all other right, title and interest, including any beneficial interest the Seller may have in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Collection Account, the Negative Carry Spread Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if anyand the funds deposited therein, and in all investments and proceeds thereof (including all income thereon); (fii) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the any proceeds of any of the foregoing, to the Owner Trustee and for the benefit of the Noteholders to secure amounts payable to Noteholders as provided under this Agreement. The Seller acknowledges that all of the foregoing (including Liquidation Proceeds); provided, however, that shall constitute the foregoing items (a) through (h) shall "Pledged Assets" pursuant to the terms of the Indenture and the Seller hereby consents to the pledge of all of such assets to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture. The Seller does not include convey to the Notes and CertificatesTrust any interest in any contracts with Dealers related to any "dealer reserve" or any rights to the recapture of any dealer reserve.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s --------------------------------- Owner Trustee's delivery to of the Securities to, or upon the order of of, the Depositor of Seller, the Notes and the Certificates, on the Closing Date the Depositor Seller does hereby enter into this Agreement and agree to fulfill all of its obligations hereunder and to sell, transfer, assign, set over and otherwise convey to Chase Manhattan Bank USA, National Association, not in its individual capacity, but solely as Owner Trustee, under the Issuing EntityTrust Agreement, without recourse (subject to the obligations of the Depositor set forth herein)------- recourse, pursuant to an assignment in the form attached hereto as Exhibit C B -------- --------- (the “"Initial SSA PSA Assignment”) "), all right, title and interest of the DepositorSeller in, whether now or hereafter acquired, to and wherever located, in and to the followingunder: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received paid thereon (including Liquidation Proceeds) and in respect thereof due thereunder on and after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and and, to the extent permitted by law, any other interest accessions thereto which are financed by NFC; (c) the benefits of any lease assignments with respect to the Depositor in such related Financed Vehicles; (cd) any proceeds from any Insurance Policies with respect to the Initial Receivables; (e) any proceeds from Dealer Liability with respect to the Initial Receivables, proceeds from any International Purchase Obligations with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (dsubject to the limitations set forth in Section 2.04) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)from any Guaranties of Initial Receivables; (f) the Receivables Purchase Agreement;, the Initial PA Assignment pursuant to Section 2.01 of the Purchase Agreement with respect to the Initial Receivables, and the Custodian Agreement, including the right of the Seller to cause NFC to perform its obligations thereunder (including the obligation to repurchase Initial Receivables under certain circumstances); and (g) all “accounts,” “chattel paper,” “general intangibles” any proceeds of the property described in clauses (a), (b), (c) and “promissory notes” (as such terms are defined f) above. It is the intention of the Seller that the transfer and assignment contemplated by this Section 2.01 shall constitute a sale of the Initial Receivables from the Seller to the Owner Trustee, on behalf of the Trust, and the beneficial interest in and title to the assets conveyed pursuant to this Section 2.01 shall not be part of the Seller's estate in the Uniform Commercial Code as event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. Within two Business Days after the Closing Date, the Seller shall cause to be deposited into the Collection Account all collections (from time to time in effectwhatever source) constituting on or relating with respect to the assets conveyed pursuant to this Section 2.01 received by the Seller pursuant to Section 5.07 of the Purchase Agreement. The Seller and the Servicer intend to treat such transfer and assignment as a sale for accounting and tax purposes. Notwithstanding the foregoing; and , in the event a court of competent jurisdiction determines that such transfer and assignment did not constitute such a sale or that such beneficial interest is a part of the Seller's estate, then (hi) the proceeds Seller shall be deemed to have granted to the Owner Trustee, on behalf of any and the Trust, a first priority perfected security interest in all of the foregoing Seller's right title and interest in, to and under the assets conveyed pursuant to this Section 2.01, and the Seller hereby grants such security interest and (ii) the assets conveyed pursuant to this Section 2.01 shall be deemed to include all rights, powers and options (but none of the obligations, if any) of the Seller under any agreement or instrument included in the assets conveyed pursuant to this Section 2.01, including Liquidation Proceeds); providedthe immediate and continuing right to claim for, howevercollect, receive and give receipt for principal and interest payments in respect of the Initial Receivables included in the assets conveyed pursuant to this Section 2.01 and all other monies payable under the Initial Receivables conveyed pursuant to this Section 2.01, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights, powers and options, to bring Proceedings in the name of the Seller or otherwise and generally to do and receive anything that the foregoing items (a) through (h) Seller is or may be entitled to do or receive under or with respect to the assets conveyed pursuant to this Section 2.01. For purposes of such grant, this Agreement shall not include constitute a security agreement under the Notes and CertificatesUCC.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor of the Notes and the Certificates, on the Closing Date the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, Depositor whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial Receivables identified in on the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, Accounts from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if any, Deposit and in all investments and proceeds thereof (including all income thereon); (f) all right, title and interest of World Omni Auto Receivables LLC under the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest in, to and under the following (collectively, the “[Initial][CNHCR] Assets”): (i) the [Initial] Receivables, including all documents constituting chattel paper included therewith, and all obligations of the DepositorObligors thereunder, whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and including all monies received thereon and in respect thereof paid thereunder on or after the Initial [Initial] Cutoff Date; (bii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial [Initial] Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (ciii) any proceeds with respect to the Initial [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or ObligorsObligors (to the extent not used to purchase Substitute Equipment); (div) the Purchase Agreement, including the right of the Seller to cause CNHICA to repurchase [Initial] Receivables from the Seller under the circumstances described therein; (v) any proceeds from recourse to Dealers with respect to the [Initial] Receivables; (vi) any Financed Vehicle Equipment that shall have secured an Initial a[n] [Initial] Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (evii) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial [Initial] Deposit, [any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if any, Funded Amount,] and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (hviii) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (including Liquidation Proceedsthe “Assignment”); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of the Depositorin, whether now or hereafter acquired, to and wherever located, in and to the followingunder: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts included in the Initial Receivables) and the Purchase Agreement, including the right of the Seller to cause Credit to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers' reserve accounts maintained with Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceedsother than Recoveries); provided, however, that . The above assignment shall be evidenced by a duly executed written assignment in substantially the foregoing items form of Exhibit D (a) through (h) shall not include the Notes and Certificates"Second-Tier Assignment").

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) an assignment of the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor in Seller such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf all rights of the Depositor, the Servicer or the TrustSeller against Dealers pursuant to Dealer Agreements; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the related Receivables Purchase AgreementFiles; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller's right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Purchase Agreement, including the foregoingSeller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, foregoing. It is the intention of the Seller that the foregoing items (a) through (h) transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not include be part of the Notes Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 for the benefit of the Securityholders and the Insurer.

Conveyance of Initial Receivables. (a) In consideration of the Issuing EntityGrantor Trust’s delivery to or upon the order of the Depositor Issuing Entity of the Notes and the CertificatesGrantor Trust Certificate, on the Closing Date the Depositor Issuing Entity does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityGrantor Trust, without recourse (subject to the obligations of the Depositor Grantor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C A (the “Initial SSA [Initial] RCA Assignment”) all right, title and interest of the DepositorIssuing Entity, whether now or hereafter acquired, and wherever located, in and to the following: (ai) the Initial [Initial] Receivables identified in the Schedule of Receivables to the Initial SSA [Initial] RCA Assignment delivered to the Issuing Entity Grantor Trust (all of which are identified in World Omni’s computer files by a code indicating the Initial [Initial] Receivables are owned by the Grantor Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial [Initial] Cutoff Date; (bii) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial [Initial] Receivables and any other interest of the Depositor Issuing Entity in such Financed Vehicles; (ciii) any proceeds with respect to the Initial [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (div) any Financed Vehicle that shall have secured [a] [an Initial Initial] Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the TrustIssuing Entity; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (fv) the Receivables Purchase Agreement and the Sale and Servicing Agreement; (gvi) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (hvii) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (ai) through (hvii) shall not include the Notes Purchase Price. (b) [During the [Funding Period][Revolving Period], in consideration of the Grantor Trust’s delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Issuing Entity of [the amount described in Section 5.01(d) of the Sale and CertificatesServicing Agreement][an amount equal to the aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date on deposit in the Accumulation Account pursuant to Sections 5.06(ii)[[(E)][(G)]] and [(I)] of the Sale and Servicing Agreement, to be delivered to the Issuing Entity and the increase in the value of the Grantor Trust Certificate as a result of such sale, the Issuing Entity does hereby agree to sell, transfer, assign, set over and otherwise convey to the Grantor Trust, without recourse (except as provided herein), pursuant to an assignment in substantially the form of Exhibit B (a “Subsequent Transfer RCA Assignment”), all right, title and interest of the Issuing Entity in, to and under: (i) the Subsequent Receivables identified in the Subsequent Transfer RCA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Grantor Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Subsequent Receivables and any other interest of the Issuing Entity in the Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vi) the proceeds of any and all of the foregoing; provided, however, that the foregoing items (i) through (vi) shall not include the Purchase Price.] (c) In connection with the purchase and sale of the Grantor Trust Collateral hereunder, the Issuing Entity agrees, at its own expense, (i) to annotate and indicate on its books and records that the Receivables were sold and transferred to the Grantor Trust pursuant to this Agreement, (ii) to deliver to the Grantor Trust (or its designee) all Collections on the Receivables, if any, received on or after the [applicable] Cutoff Date, and (iii) to deliver to the Grantor Trust the [Initial] RCA Assignment [and the Subsequent Transfer RCA Assignment (the Subsequent Transfer RCA Assignment together with the Initial RCA Assignment, the “RCA Assignment”)]. (d) In consideration of the sale of the Receivables from the Issuing Entity to the Grantor Trust as provided herein, the Grantor Trust shall deliver to, or upon the order of, the Issuing Entity the Grantor Trust Certificate (the “Purchase Price”).

Conveyance of Initial Receivables. In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the DepositorSeller in and to, whether now owned or existing or hereafter acquired, and wherever located, in and to the followingacquired or arising: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an proceeds from any Initial Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and shall have been acquired by Sale Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer related Dealer Agreement or the TrustAuto Loan Purchase and Sale Agreement; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the Receivables Purchase Agreementrelated Receivable Files; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller’s right, title and “promissory notes” interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (g); and (hi) the all proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (a) through (h) ). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not include be part of the Notes Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller and Certificatesthe Issuer, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest by the Seller to the Issuer in the property referred to in this Section for the benefit of the Noteholders and the Insurer, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law.

Conveyance of Initial Receivables. (a) In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:“Initial Assets”): (ai) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including all monies received thereon and in respect thereof paid thereunder on or after the Initial Cutoff Date; (bii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (ciii) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (div) the Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts included in the Initial Receivables) and the Purchase Agreement, including the right of the Seller to cause CNHCA to repurchase Initial Receivables from the Seller under the circumstances described therein; (v) any proceeds from recourse to Dealers with respect to the Initial Receivables; (vi) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (evii) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (hviii) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the “Assignment”). (b) The Seller hereby Grants to The Bank of New York Trust Company, N.A., as Indenture Trustee on behalf of the Noteholders and the Counterparty, all of the Seller’s right, title and interest in and to all funds on deposit from time to time in the Backup Servicer Account, including the Backup Servicer Account Initial Deposit, and in all investments and proceeds thereof (including Liquidation Proceedsall income thereon); provided. The foregoing Grant is made to secure the Seller’s obligation to make funds available in the Backup Servicer Account available to the Indenture Trustee to pay Backup Servicer Expenses. The Bank of New York Trust Company, howeverN.A., that as Indenture Trustee on behalf of the foregoing items Noteholders and the Counterparty, (a1) through acknowledges such Grant and (h2) shall not include the Notes and Certificatesagrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor of the Notes and the Certificates, Seller on the Closing Date of (x) the Depositor net proceeds from the sale of the Notes, (y) the Certificates and (z) the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to (collectively, the following:"Initial Receivables Property"): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) Receivables, and all monies representing interest payments and principal payments received thereon thereunder on and in respect thereof after the Initial Cutoff Date; (b) an assignment of the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an proceeds from any Initial Receivable and shall have been acquired repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, Accounts and in all investments and proceeds thereof (including and all income thereon)rights of the Seller therein; (f) all of the Receivables Purchase AgreementSeller's rights under any extended warranty service contracts on the related Financed Vehicles; (g) the related Receivable Files; (h) all “accounts,” “chattel paper,” “general intangibles” of the Seller's right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Purchase Agreement and each of the foregoingSubsequent Purchase Agreements, including the delivery requirements, the representations and warranties and the cure and repurchase obligations of Franklin Capital under the Purchase Agreement and/or any Subsequent Purchase Agreement; and (hi) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, foregoing. It is the intention of the Seller that the foregoing items (a) through (h) transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the other Trust Property shall not include be part of the Notes Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 and Section 2.2(a) for the benefit of the Noteholders, the Certificateholders and the Security Insurer.

Conveyance of Initial Receivables. In consideration (a) Subject to the terms and conditions of this Agreement, the Issuing Entity’s delivery to or upon the order of the Depositor of the Notes and the CertificatesCompany hereby sells, on the Closing Date the Depositor does hereby selltransfers, transfer, assign, set over assigns and otherwise convey conveys to the Issuing EntityTrust, without recourse (subject to the but without limitation of its obligations under this Agreement): (1) all of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Company in and to the following: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies due or received thereon and thereunder or in respect thereof on or after the Initial Cutoff Date; Date including amounts due on or before the Initial Cutoff Date but received by Triad, the Company or the Trust after the Initial Cutoff Date (bincluding all Liquidation Proceeds and recoveries received with respect to such Receivables); and (2) all of the right, title and interest of Triad and the Company in and to (i) the security interests in, of Triad and the liens on, Company in the related Financed Vehicles granted by Obligors in connection with the Initial Receivables and any other interest of Triad and the Depositor Company in the related Financed Vehicles, including the certificates of title with respect to such Financed Vehicles; , (cii) the Insurance Policies and any proceeds from any Insurance Policies relating to the Initial Receivables, the Obligors or the related Financed Vehicles, including rebates or refunds of premiums relating to the Initial Receivables, (iii) the rights of Triad and the Company against Dealers with respect to the Initial Receivables from claims under the Dealer Agreements and the Dealer Assignments, (iv) the rights of Triad and the Company against Correspondents with respect to the Initial Receivables under the Correspondent Agreements and the Correspondent Assignments, (v) all items contained in the related Receivable Files and any and all other documents that Triad keeps on file in accordance with its customary procedures relating to the Initial Receivables, the Obligors or the related Financed Vehicles, (vi) property (including the right to receive future Liquidation Proceeds) that secures any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed Vehicle of the Initial Receivables and that shall have secured an Initial Receivable and shall have has been acquired by or on behalf of the Depositor, the Servicer Company or the Trust; Trust pursuant to the liquidation of any such Initial Receivable, (evii) the rights of the Company under the Receivables Purchase Agreement, (viii) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Collection Account, the Negative Carry Note Distribution Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Depositand the Capitalized Interest Account, if any, and in all investments and proceeds thereof (including all income thereon); thereon and proceeds thereof, (f) the Receivables Purchase Agreement; (gix) all “accounts,” “chattel paper,” “general intangibles” of the right, title and “promissory notes” (as such terms are defined interest of the Company in and to refunds for the Uniform Commercial Code as from time to time in effect) constituting or relating costs of extended service contracts with respect to the foregoing; and Financed Vehicles and (hx) the all proceeds and investments of any of the foregoing, all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing (including Liquidation Proceeds); provided, however, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any of the foregoing. It is the intention of the Company and the Trust that the foregoing items (a) through (h) transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the other Trust Property from the Company to the Trust and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of the Company's estate in the event of the filing of a bankruptcy petition by or against the Company under any bankruptcy law. The Initial Receivables shall not include Obligors whose addresses are in the State of Pennsylvania. (b) If, notwithstanding the intent of the Company and the Trust, the transfer and assignment contemplated hereby is held not to be a sale, the Company hereby grants a first priority security interest to the Trust in the property referred to in this Section 2.1, for the benefit of the Noteholders and the Insurer and this Agreement shall constitute a security agreement. The execution and delivery of this Agreement shall constitute an acknowledgment by the Company and the Indenture Trustee on behalf of the Noteholders that, solely for income and franchise tax purposes, until the Certificates are held by more than one Person or the Trust is recharacterized as a separate entity, the Trust will be disregarded as an entity separate from its owner and the Notes will be treated as debt. The powers granted and Certificatesobligations undertaken in this Agreement shall be construed so as to further such intent. (c) In connection with the grant of the security interest in paragraph (b) above, the Company shall cause the Servicer to file the following financing statements: (i) Form UCC-1 filed with the Secretary of State of California, naming Triad as the debtor, the Company as the secured party, and Receivables and the Trust Property as collateral; (ii) Form UCC-2 filed with the Secretary of State of California, naming Triad as the debtor, the Company as the secured party, the Indenture Trustee as assignee and the Receivables and the Trust Property as collateral; (iii) Form UCC-1 filed with the Secretary of State of New York and Delaware, naming the Company as the debtor, the Trust as secured party the Indenture Trustee as assignee and the Receivables and the Trust Property as collateral; (iv) Form UCC-1 filed with the Secretary of State of Delaware, naming the Trust as the debtor, the Indenture Trustee as the secured party and the Indenture Collateral as collateral. (d) The Company hereby directs the Trust to, and the Trust does hereby, accept the Trust Property conveyed by the Company to the Trust pursuant to this Section 2.1. (e) The conveyance of the Receivables and the other Trust Property with respect thereto shall take place at a closing (the "Closing") at the offices of Dechert Price & Xxxxxx, 00 Xxxxxxxxxxx Xxxxx, New York, New York 10112, on the Closing Date.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the DepositorSeller in and to, whether now owned or existing or hereafter acquired, and wherever located, in and to the followingacquired or arising: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or and disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an proceeds from any Initial Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and shall have been acquired by Sale Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer related Dealer Agreement or the TrustAuto Loan Purchase and Sale Agreement; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the Receivables Purchase Agreementrelated Receivable Files; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller's right, title and “promissory notes” interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all of the Seller's (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (g); and (hi) the all proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (a) through (h) shall not include the Notes and Certificates).

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Trustee's delivery to to, or upon the order of, the Seller of executed and authenticated Certificates, in authorized denominations and in an aggregate amount equal to the sum of the Depositor of the Notes Original Class A Certificate Balance and the CertificatesOriginal Class B Certificate Balance, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over assign and otherwise convey to the Issuing EntityTrustee, in trust for the benefit of the Certificateholders, without recourse (subject to the Seller's obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C ): (the “Initial SSA Assignment”i) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the following: (a) the Initial Receivables identified listed in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) A hereto and all monies received due thereon and paid thereon or in respect thereof (including proceeds of the repurchase of Initial Receivables by the Seller pursuant to Section 12.02 or 21.02 of the Standard Terms and Conditions or the repurchase of Initial Receivables by the Servicer, or any successor to the Servicer, pursuant to Section 13.07 or 21.02 of the Standard Terms and Conditions) on or after the Initial Cutoff Date, exclusive of Accrued Interest as of the opening of business on the Initial Cutoff Date; (bii) the interest of the Seller in the security interests in, and in the liens on, the related Financed Vehicles granted by the related Obligors in connection with pursuant to the Initial Receivables and any other Receivables; 6 (iii) the interest of the Depositor Seller in such Financed Vehicles; (c) any Liquidation Proceeds, in any proceeds with respect of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or the related Obligors; (div) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf the interest of the Depositor, Seller in any proceeds from Dealer repurchase obligations relating to the Servicer or the TrustInitial Receivables; (ev) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, interest of the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) Seller under the Receivables Purchase Agreement; (gvi) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in other assets comprising the Uniform Commercial Code as from time to time in effect) constituting or relating to estate of the foregoingTrust; and (hvii) the all proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificatesforegoing.

Conveyance of Initial Receivables. In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the DepositorSeller in and to, whether now owned or existing or hereafter acquired, and wherever located, in and to the followingacquired or arising: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an proceeds from any Initial Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and shall have been acquired by Sale Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer related Dealer Agreement or the TrustAuto Loan Purchase and Sale Agreement; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the Receivables Purchase Agreementrelated Receivable Files; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller’s right, title and “promissory notes” interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (g); and (hi) the all proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (a) through (h) shall not include the Notes and Certificates).

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller of the Notes and the Certificates, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor Seller set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “"Initial SSA Assignment”") all right, title and interest of the Depositor, Seller whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial Receivables identified in on the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity Issuer (all of which are identified in World Omni’s 's computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the DepositorSeller, the Servicer or the Trust; (e) all right, title and interest in all funds on deposit in, and “"financial assets” " (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, Accounts from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if any, Deposit and in all investments and proceeds thereof (including all income thereon); (f) all right, title and interest of World Omni Auto Receivables LLC under the Receivables Purchase Agreement; (g) all “"accounts,” “" "chattel paper,” “" "general intangibles” " and “"promissory notes” " (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.

Conveyance of Initial Receivables. In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor of the Notes and the Certificates, Seller on the Closing Date of (x) the Depositor net proceeds from the sale of the Notes, (y) the Certificates and (z) the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to (collectively, the following:“Initial Receivables Property”): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon thereunder on and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an proceeds from any Initial Receivable and shall have been acquired repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, Accounts and in all investments and proceeds thereof (including and all income thereon)rights of the Issuer therein; (f) any extended warranty service contracts on the Receivables Purchase Agreementrelated Financed Vehicles; (g) all “accounts,” “chattel paper,” “general intangibles” the related Receivable Files; (h) the Seller’s rights and “promissory notes” (as such terms are defined in benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Purchase Agreement, including the foregoingdelivery requirements, the representations and warranties and the cure and repurchase obligations of Franklin Capital under the Purchase Agreement; and (hi) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificatesforegoing.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest in, to and under the following (collectively, the “[Initial][CNHCR] Assets”): (i) the [Initial] Receivables, including all documents constituting chattel paper included therewith, and all obligations of the DepositorObligors thereunder, whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and including all monies received thereon and in respect thereof paid thereunder on or after the Initial [Initial] Cutoff Date; (bii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial [Initial] Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (ciii) any proceeds with respect to the Initial [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or ObligorsObligors (to the extent not used to purchase Substitute Equipment); (div) the Purchase Agreement, including the right of the Seller to cause CNHCA to repurchase [Initial] Receivables from the Seller under the circumstances described therein; (v) any proceeds from recourse to Dealers with respect to the [Initial] Receivables; (vi) any Financed Vehicle Equipment that shall have secured an Initial a[n] [Initial] Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (evii) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial [Initial] Deposit, [any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if any, Funded Amount,] and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (hviii) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (including Liquidation Proceedsthe “Assignment”); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Trustee's delivery on the Closing Date to or upon the order of the Depositor Sellers of the Notes Class A Certificates in an initial aggregate principal amount of $_________ and the CertificatesClass B Certificates in an initial aggregate principal amount of $_______, on the Closing Date the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityTrustee in trust for the benefit of the Certificateholders, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Depositor in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received moneys due thereon and in respect thereof on or after the Initial Cutoff Date, in the case of Precomputed Receivables, or all moneys received thereon on and after the Initial Cutoff Date, in the case of Simple Interest Receivables (but excluding Accrued Interest paid or due prior to the Closing Date); (b) the security interests in, and the liens on, interest in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor each Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, lenders' collateral protection, theft, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured an any such Initial Receivable and shall have been acquired by or on behalf of the Depositora Seller, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)Funded Amount; (f) all other assets comprising the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in estate of the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoingTrust; and (hg) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificatesforegoing.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of the Depositorin, whether now or hereafter acquired, to and wherever located, in and to the followingunder: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts included in the Initial Receivables) and the Purchase Agreement, including the right of the Seller to cause Credit to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers' reserve accounts maintained with Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve the Yield Supplement Account Subsequent Transfer Initial Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceedsother than Recoveries); provided. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the "Second-Tier Assignment"). The Purchase Price for the Initial Receivables shall equal $524,899,028.57, however, that of which (x) $512,399,028.57 shall be paid by the foregoing items Issuer to the Seller in immediately available funds on the Closing Date and (ay) through (h) the balance shall not include constitute the Notes Deferred Purchase Price and Certificatesbe paid as provided for in this Agreement or shall be paid by issuance of the Certificates to the Seller.

Conveyance of Initial Receivables. (A) In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:“Initial Assets”): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreements (only with respect to Case Owned Contracts or NH Owned Contracts included in the Initial Receivables) and the Purchase Agreements, including the right of the Seller to cause Case Credit or NH Credit, as the case may be, to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers’ reserve accounts maintained with Case Credit or with NH Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) any True Lease Equipment that is subject to any Initial Receivable; and (i) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the “Assignment”). The Purchase Price for the Initial Receivables shall equal $664,398,453.34. (B) The Seller hereby Grants to JPMorgan, as Indenture Trustee on behalf of the Noteholders, all of the Seller’s right, title and interest in and to all funds on deposit from time to time in the Backup Servicer Account, including the Backup Servicer Account Initial Deposit, and in all investments and proceeds thereof (including Liquidation Proceedsall income thereon); provided. The foregoing Grant is made to secure the Seller’s obligation to make funds available in the Backup Servicer Account available to the Indenture Trustee to pay Backup Servicer Expenses in accordance with Section 5.13. JPMorgan, howeveras Indenture Trustee on behalf of the Noteholders, that the foregoing items (a1) through acknowledges such Grant and (h2) shall not include the Notes and Certificatesagrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor of the Notes and the Certificates, on the Closing Date the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, Depositor whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial Receivables identified in on the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, Accounts from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) all right, title and interest of World Omni Auto Receivables LLC under the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds)foregoing; provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.

Conveyance of Initial Receivables. (A) In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:“Initial Assets”): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts included in the Initial Receivables) and the Purchase Agreement, including the right of the Seller to cause CNHCA to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers’ reserve accounts maintained with CNHCA; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the “Assignment”). (B) The Seller hereby Grants to JPMorgan Chase Bank, N.A., as Indenture Trustee on behalf of the Noteholders, all of the Seller’s right, title and interest in and to all funds on deposit from time to time in the Backup Servicer Account, including the Backup Servicer Account Initial Deposit, and in all investments and proceeds thereof (including Liquidation Proceedsall income thereon); provided. The foregoing Grant is made to secure the Seller’s obligation to make funds available in the Backup Servicer Account available to the Indenture Trustee to pay Backup Servicer Expenses. JPMorgan Chase Bank, howeverN.A., that as Indenture Trustee on behalf of the foregoing items Noteholders, (a1) through acknowledges such Grant and (h2) shall not include the Notes and Certificatesagrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:"Initial Assets"): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreements (only with respect to Case Owned Contracts or NH Owned Contracts included in the Initial Receivables) and the Purchase Agreements, including the right of the Seller to cause Case Credit or NH Credit, as the case may be, to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers' reserve accounts maintained with Case Credit or with NH Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) any True Lease Equipment that is subject to any Initial Receivable; and (i) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (including Liquidation Proceedsthe "Assignment"); provided, however, that . The Purchase Price for the foregoing items (a) through (h) Initial Receivables shall not include the Notes and Certificatesequal $565,086,041.92.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) an assignment of the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf all rights of the Depositor, the Servicer or the TrustSeller against Dealers pursuant to Dealer Agreements; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the related Receivables Purchase AgreementFiles; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller's right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Purchase Agreement, including the foregoingSeller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit and CP Funding under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, foregoing. It is the intention of the Seller that the foregoing items (a) through (h) transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not include be part of the Notes Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Initial Receivables. (a) In consideration of the Issuing Entity’s Depositor's delivery to or upon the order of the Depositor of the Notes and the Certificates, Seller on the Closing Date of $1,489,992,839.91 (the Depositor "Purchase Price"), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityDepositor, without recourse (subject to the obligations of the Depositor set forth Seller herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title title, and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (ai) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Dateclose of business on April 30, 2001; (bii) the security interests in, and the liens on, in the Financed Vehicles and any accessions thereto granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (ciii) any Liquidation Proceeds and any other proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors, including any vendor's single interest or other collateral protection insurance policy; (div) any Financed Vehicle property that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the TrustSeller; (ev) all funds on deposit in, documents and “financial assets” (as such term is defined other items contained in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)Receivable Files; (f) the Receivables Purchase Agreement; (gvi) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as proceeds from time any Initial Receivable repurchased by a Dealer pursuant to time in effect) constituting or relating to the foregoinga Dealer Agreement; and (hvii) the proceeds of any and all of the foregoing (including Liquidation Proceedscollectively, with the assets listed in clauses (i) through (vi) above, the "Conveyed Assets"); provided. (b) The Seller and the Depositor intend that the transfer of assets by the Seller to the Depositor pursuant to this Agreement be a sale of the ownership interest in such assets to the Depositor, rather than the mere granting of a security interest to secure a borrowing. In the event, however, that such transfer is deemed not to be a sale but to be of a mere security interest to secure a borrowing, the foregoing items Seller shall be deemed to have hereby granted to the Depositor a security interest in all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, which security interest shall be perfected and of first priority, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the Sale and Servicing Agreement and Section 6.04 hereof, the Depositor may sell, transfer and assign to the Issuer (ai) through all or any portion of the assets assigned to the Depositor hereunder, (hii) shall not include all or any portion of the Notes Depositor's rights against the Seller under this Agreement and Certificates(iii) all proceeds thereof. Such assignment may be made by the Depositor with or without an assignment by the Depositor of its rights under this Agreement, and without further notice to or acknowledgement from the Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Depositor in connection with the transactions contemplated by the Sale and Servicing Agreement.

Conveyance of Initial Receivables. (A) In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:“Initial Assets”): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreements (only with respect to CNHCA Owned Contracts) and the CNHCA Purchase Agreement, including the right of the Seller to cause CNHCA to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers’ reserve accounts maintained with CNHCA; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) any True Lease Equipment that is subject to any Initial Receivable; and (i) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the “Assignment”). (B) The Seller hereby Grants to [JPMorgan Chase Bank, N.A.], as Indenture Trustee on behalf of the Noteholders, all of the Seller’s right, title and interest in and to all funds on deposit from time to time in the Backup Servicer Account, including the Backup Servicer Account Initial Deposit, and in all investments and proceeds thereof (including Liquidation Proceedsall income thereon); provided. The foregoing Grant is made to secure the Seller’s obligation to make funds available in the Backup Servicer Account available to the Indenture Trustee to pay Backup Servicer Expenses. [JPMorgan Chase Bank, howeverN.A.], that as Indenture Trustee on behalf of the foregoing items Noteholders, (a1) through acknowledges such Grant and (h2) shall not include the Notes and Certificatesagrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Transferor's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityTransferor, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) Receivables, and all monies moneys received thereon and in respect thereof after the Initial Cutoff DateDate and all Net Liquidation Proceeds with respect to such Receivables; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) all rights under any Service Contracts on the related Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the TrustVehicles; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the related Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoingFiles; and (hf) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items specified in clauses (a) through (he) are referred to herein as the "Transferor Property"). In connection with such sale, the Seller agrees to record and file, at its own expense, financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables for the sale of accounts and chattel paper meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables to the Issuer. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Transferor Property from the Seller to the Transferor and the beneficial interest in and title to the Receivables and the other Transferor Property shall not include be part of the Notes Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement and the Seller does hereby grant a security interest in the property referred to in this Section 2.1 for the benefit of the Transferor.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s --------------------------------- Transferor's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityTransferor, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) Receivables, and all monies moneys received thereon and in respect thereof after the Initial Cutoff DateDate and all Net Liquidation Proceeds with respect to such Receivables; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) all rights under any Service Contracts on the related Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the TrustVehicles; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the related Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoingFiles; and (hf) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items specified in clauses (a) through (he) are referred to herein as the "Transferor Property"). In connection with such sale, the Seller agrees to record and file, at its own expense, financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables for the sale of accounts and chattel paper meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables to the Issuer. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Transferor Property from the Seller to the Transferor and the beneficial interest in and title to the Receivables and the other Transferor Property shall not include be part of the Notes Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement and the Seller does hereby grant a security interest in the property referred to in this Section 2.1 for the benefit of the Transferor.

Conveyance of Initial Receivables. In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an proceeds from any Initial Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and shall have been acquired by Sale Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer related Dealer Agreement or the TrustAuto Loan Purchase and Sale Agreement; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the Receivables Purchase Agreementrelated Receivable Files; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller’s right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Purchase Agreement, including the foregoing; andSeller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) the proceeds of any and all of the foregoing foregoing; (including Liquidation Proceedsi) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); provided, however, that the foregoing and (j) all proceeds and investments with respect to items (a) through (h) i). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not include be part of the Notes Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of the Depositorin, whether now or hereafter acquired, to and wherever located, in and to the followingunder: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts included in the Initial Receivables) and the Purchase Agreement, including the right of the Seller to cause Credit to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers' reserve accounts maintained with Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve the Yield Supplement Account Subsequent Transfer Initial Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) any True Lease Equipment that is subject to any Initial Receivable; and (i) the proceeds of any and all of the foregoing (including Liquidation Proceedsother than Recoveries); provided. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the "Second-Tier Assignment"). The Purchase Price for the Initial Receivables shall equal $447,928,675.06, however, that of which (x) $426,803,675.06 shall be paid by the foregoing items Issuer to the Seller in immediately available funds on the Closing Date and (ay) through (h) the balance shall not include constitute the Notes Deferred Purchase Price and Certificatesbe paid as provided for in this Agreement or shall be paid by issuance of the Certificates to the Seller.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof on or after the Initial Cutoff Cut-off Date (including amounts due on or before the Initial Cut-off Date but received by NAFI, the Seller or the Issuer on or after the Initial Cut-off Date); (b) the security interests in, any proceeds and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of the Initial Receivables; (c) all rights against Dealers pursuant to Dealer Agreements or against Originators pursuant to Originator Agreements; (d) the related Receivables Files and any and all other documents that NAFI keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicle Vehicles; (e) property (including the right to receive future Liquidation Proceeds) that shall have secured an Initial secures a Receivable and shall have that has been acquired by or on behalf of the Depositor, the Servicer or the TrustTrust pursuant to liquidation of such Receivable; (ef) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in Accounts (less all investments and proceeds thereof (including thereof), and all income thereon); (f) rights of the Receivables Purchase AgreementIssuer therein; (g) all “accounts,” “chattel paper,” “general intangibles” the rights and “promissory notes” (as such terms are defined in benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Conveyance Agreements, including the foregoingdelivery requirements, representations and warranties and the cure and repurchase obligations of NAFI under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing. The foregoing transfer and assignment does not constitute and is not intended to result in an assumption by the Trust Collateral Agent, any Noteholder or the Insurer of any obligation of the Seller, the Master Trust, Funding Trust II or NAFI to the Obligors, Dealers, insurers or any other Person in connection with the Receivables, the Receivable Files, or the insurance policies or any agreements or instruments relating to any of them. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 for the benefit of the Noteholders and the Insurer. The Seller intends that the transfer and assignment of Receivables by the Seller to the Trust constitute an absolute transfer to the Trust of all the Seller's right, title, and interest in and to the Receivables and the remainder of the Trust Property (including Liquidation Proceedsother than the Policy); providedprovided that, in the event that, notwithstanding the intent of the Seller, the transfer is not held to be a sale, then it is intended that the conveyance shall be deemed to be a grant of a security interest in the Receivables and the remainder of the Trust Property. By the transfer, assignment and set-over contemplated by this Section 2.1, the Seller further grants and transfers to the Trustee, for the benefit of all Noteholders, and the Insurer a first priority, perfected security interest, as their respective interests appear in Section 5.7, in all of the Seller's right, title and interest in, to and under the Receivables and the remainder of the Trust Property, whether now existing or hereafter acquired, and agrees that this Agreement shall also constitute a security agreement under applicable law. Within two Business Days of the Closing Date, the Seller shall have filed a UCC financing statement or statements, appropriate under the applicable UCC, to reflect the assignment of the Receivables and the remainder of the Trust Property (other than the Policy) by the Seller to the Trustee and the Insurer and to protect the Noteholders' and the Insurer's interest in the Receivables, their proceeds and the Financed Vehicles, against all other Persons and shall thereafter file any appropriate continuation statements in respect thereof. During the term of this Agreement, the Seller shall not change its name, identity or structure or relocate its chief executive office or principal place of business without first giving at least 30 days' advance written notice to the Trust Collateral Agent, the Servicer and the Insurer; provided however, that the foregoing items (a) through (h) Trust Collateral Agent, the Servicer and the Insurer shall, subject to the last sentence of this paragraph, have no right or power to prohibit a change in the Seller's name, identity or structure or a relocation of, its chief executive office or principal place of business. If any change in the Seller's name, identity or structure or the relocation of its chief executive office or principal place of business would make any financing or continuation statement or notice of lien filed in connection with this Agreement misleading within the meaning of applicable provisions of the UCC or any title statute, the Seller, promptly but in no event later than thirty days after the effective date of such change, shall not include file such amendments or take such other actions as may be required to preserve and protect the Notes Trust Collateral Agent's interest in the Receivable and Certificatesproceeds thereof and the Financed Vehicles and the remainder of the Trust Property. Promptly after filing such amendments or taking such other action, the Seller shall deliver to the Trust Collateral Agent and the Insurer an Opinion of Counsel stating that all financing statements, continuation statements or amendments thereto necessary to continue the perfection of the interest of the Trust Collateral Agent in the Trust Property have been filed and reciting the details thereof.

Conveyance of Initial Receivables. (a) In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:“Initial Assets”): (ai) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all obligations of the Obligors thereunder, including all monies received thereon and in respect thereof paid thereunder on or after the Initial Cutoff Date; (bii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (ciii) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (div) the Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts included in the Initial Receivables) and the Purchase Agreement, including the right of the Seller to cause CNHCA to repurchase Initial Receivables from the Seller under the circumstances described therein; (v) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers’ reserve accounts maintained with CNHCA; (vi) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (evii) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (hviii) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the “Assignment”). (b) The Seller hereby Grants to JPMorgan Chase Bank, N.A., as Indenture Trustee on behalf of the Noteholders and the Counterparty, all of the Seller’s right, title and interest in and to all funds on deposit from time to time in the Backup Servicer Account, including the Backup Servicer Account Initial Deposit, and in all investments and proceeds thereof (including Liquidation Proceedsall income thereon); provided. The foregoing Grant is made to secure the Seller’s obligation to make funds available in the Backup Servicer Account available to the Indenture Trustee to pay Backup Servicer Expenses. JPMorgan Chase Bank, howeverN.A., that as Indenture Trustee on behalf of the foregoing items Noteholders and the Counterparty, (a1) through acknowledges such Grant and (h2) shall not include the Notes and Certificatesagrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Initial Receivables. In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the DepositorSeller in and to, whether now owned or existing or hereafter acquired, and wherever located, in and to the followingacquired or arising: (a) the Initial [Initial] Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial [Initial] Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial [Initial] Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the [Initial] Receivables; (d) any Financed Vehicle that shall have secured proceeds from any [Initial] Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Initial Receivable Auto Loan Purchase and shall have been acquired by Sale Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer related Dealer Agreement or the TrustAuto Loan Purchase and Sale Agreement; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the Receivables Purchase Agreementrelated Receivable Files; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller’s right, title and “promissory notes” interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (g); and (hi) the all proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (a) through (h) shall not include the Notes and Certificates).

Conveyance of Initial Receivables. In consideration (a) Subject to the terms and conditions of this Agreement, the Issuing Entity’s delivery to or upon the order of the Depositor of the Notes and the CertificatesCompany hereby sells, on the Closing Date the Depositor does hereby selltransfers, transfer, assign, set over assigns and otherwise convey conveys to the Issuing EntityTrust, without recourse (subject to the but without limitation of its obligations under this Agreement): (1) all of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Company in and to the following: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies due or received thereon and thereunder or in respect thereof on or after the Initial Cutoff Date; Date including amounts due on or before the Initial Cutoff Date but received by Triad, the Company or the Trust after the Initial Cutoff Date (bincluding all Liquidation Proceeds and recoveries received with respect to such Receivables); and (2) all of the right, title and interest of Triad and the Company in and to (i) the security interests in, of Triad and the liens on, Company in the related Financed Vehicles granted by Obligors in connection with the Initial Receivables and any other interest of Triad and the Depositor Company in the related Financed Vehicles, including the certificates of title with respect to such Financed 26 32 Vehicles; , (cii) the Insurance Policies and any proceeds from any Insurance Policies relating to the Initial Receivables, the Obligors or the related Financed Vehicles, including rebates or refunds of premiums relating to the Initial Receivables, (iii) the rights of Triad and the Company against Dealers with respect to the Initial Receivables from claims under the Dealer Agreements and the Dealer Assignments, (iv) the rights of Triad and the Company against Correspondents with respect to the Initial Receivables under the Correspondent Agreements and the Correspondent Assignments, (v) all items contained in the related Receivable Files and any and all other documents that Triad keeps on file in accordance with its customary procedures relating to the Initial Receivables, the Obligors or the related Financed Vehicles, (vi) property (including the right to receive future Liquidation Proceeds) that secures any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed Vehicle of the Initial Receivables and that shall have secured an Initial Receivable and shall have has been acquired by or on behalf of the Depositor, the Servicer Company or the Trust; Trust pursuant to the liquidation of any such Initial Receivable, (evii) the rights of the Company under the Receivables Purchase Agreement, (viii) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Collection Account, the Negative Carry Note Distribution Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Depositand the Capitalized Interest Account, if any, and in all investments and proceeds thereof (including all income thereon); thereon and proceeds thereof, (f) the Receivables Purchase Agreement; (gix) all “accounts,” “chattel paper,” “general intangibles” of the right, title and “promissory notes” (as such terms are defined interest of the Company in and to refunds for the Uniform Commercial Code as from time to time in effect) constituting or relating costs of extended service contracts with respect to the foregoing; and Financed Vehicles and (hx) the all proceeds and investments of any of the foregoing, all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing (including Liquidation Proceeds); provided, however, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any of the foregoing. It is the intention of the Company and the Trust that the foregoing items (a) through (h) transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the other Trust Property from the Company to the Trust and the beneficial interest in and title to the Receivables and the other Trust Property shall not include be part of the Company's estate in the event of the filing of a bankruptcy petition by or against the Company under any bankruptcy law. (b) If, notwithstanding the intent of the Company and the Trust, the transfer and assignment contemplated hereby is held not to be a sale, the Company hereby grants a first priority security interest to the Trust in the property referred to in this Section 2.1, for the benefit of the Noteholders and the Insurer and this Agreement shall constitute a security agreement. The execution and delivery of this Agreement shall constitute an acknowledgment by the Company and the Indenture Trustee on behalf of the Noteholders that, solely for income and franchise tax purposes, until the Certificates are held by more than one Person or the Trust is recharacterized as a separate entity, the Trust will be disregarded as an entity separate from its owner and the Notes will be treated as debt. The powers granted and Certificatesobligations undertaken in this Agreement shall be construed so as to further such intent. (c) In connection with the grant of the security interest in paragraph (b) above, the Company shall cause the Servicer to file the following financing statements: (i) Form UCC-1 filed with the Secretary of State of California, naming Triad as the debtor, the Company as the secured party, and Receivables and the Trust Property as collateral; (ii) Form UCC-2 filed with the Secretary of State of California, naming Triad as the debtor, the Company as the secured party, the Indenture Trustee as assignee and the Receivables and the Trust Property as collateral; (iii) Form UCC-1 filed with the Secretary of State of New York and Delaware, naming the Company as the debtor, the Trust as secured party the Indenture Trustee as assignee and the Receivables and the Trust Property as collateral; (iv) Form UCC-1 filed with the Secretary of State of Delaware, naming the Trust as the debtor, the Indenture Trustee as the secured party and the Indenture Collateral as collateral. (d) The Company hereby directs the Trust to, and the Trust does hereby, accept the Trust Property conveyed by the Company to the Trust pursuant to this Section 2.1. (e) The conveyance of the Receivables and the other Trust Property with respect thereto shall take place at a closing (the "Closing") at the offices of Dechert Price & Rhoaxx, 00 Rxxxxxxxxxx Xxxxx, New York, New York 10112, on the Closing Date.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery of the Class R Certificate to or upon the order of the Depositor Transferor on the Closing Date and the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to, on or upon the Closing Date order of, the Depositor Transferor in accordance with the terms of this Agreement, the Transferor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein)recourse, pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the DepositorTransferor in, whether now or hereafter acquired, to and wherever located, in and to the followingunder: (ai) the Initial Receivables identified listed in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (A hereto, all of which are identified in World Omni’s computer files by a code indicating monies received on the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial Cutoff Date, all monies received in respect of principal on the Initial Receivables during the month of September 2005 and, with respect to any Initial Receivables which are Precomputed Receivables, the related Payahead Amount, and all Liquidation Proceeds and Recoveries received with respect to such Initial Receivables; (bii) the security interests in, and in the liens on, the related Financed Vehicles granted by the related Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Transferor in such Financed Vehicles, including the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (ciii) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering such or certificates or the VSI Policy, if any, relating to the related Financed Vehicles or the related Obligors, including any rebates and premiums; (div) any Financed Vehicle property (including the right to receive future Liquidation Proceeds) that shall have secured secures an Initial Receivable and shall have that has been acquired by or on behalf of the Depositor, Transferor pursuant to the Servicer or the Trustliquidation of such Initial Receivable; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (fv) the Purchase Agreement including a direct right to cause LBAC to purchase Initial Receivables from the Issuer upon the occurrence of a breach of any of the representations and warranties contained in Section 3.03(b) of the Purchase Agreement or the failure of LBAC to timely comply with its obligations pursuant to Section 5.05 of the Purchase Agreement; (gvi) refunds for the costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or Financed Vehicle or his or her obligations with respect to such Financed Vehicle and any recourse to Dealers for any of the foregoing; (vii) the Legal Files and the Receivable Files related to each Initial Receivable and any and all other documents that LBAC keeps on file in accordance with its customary procedures relating to the Initial Receivables, the related Obligors or the related Financed Vehicles; (viii) all “accounts,” “chattel paper,” “general intangibles” amounts and “promissory notes” (as such terms are defined in the Uniform Commercial Code as property from time to time held in effect) constituting or relating credited to the foregoingLock-Box Account, to the extent such amounts and property relate to the Initial Receivables; (ix) any proceeds from recourse against Dealers (other than any Chargeback Obligations), including any Dealer Title Guaranties with respect to the Initial Receivables, with respect to the sale of the Initial Receivables; and (hx) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificatesforegoing.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) an assignment of the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an proceeds from any Initial Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and shall have been acquired by Sale Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer related Dealer Agreement or the TrustAuto Loan Purchase Agreement; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the related Receivables Purchase AgreementFiles; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller's right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Purchase Agreement, including the foregoingSeller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit and CP Funding under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, foregoing. It is the intention of the Seller that the foregoing items (a) through (h) transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not include be part of the Notes Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C ): (the “Initial SSA Assignment”a) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the following: (a) the Initial Receivables identified listed in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) A hereto and all monies received thereon and in respect thereof thereunder after the Cutoff Date and all Net Liquidation Proceeds received with respect to such Initial Receivables after the Cutoff Date; (b) all right, title and interest of the Seller in and to the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; (c) all right, title and interest of the Seller in and to any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering such or certificates relating to the Financed Vehicles securing the Initial Receivables or Obligorsthe Obligors thereunder; (d) any Financed Vehicle that shall have secured an Initial Receivable all right, title and shall have been acquired by or on behalf interest of the DepositorSeller in and to the Purchase Agreements, including a direct right to cause CPS to purchase Receivables from the Servicer or Trust pursuant to the TrustCPS Purchase Agreement under the circumstances specified therein; (e) all funds on deposit inright, title and “financial assets” interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing Initial Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle under an Initial Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (as such term is defined in f) the Uniform Commercial Code as Receivable File related to each Initial Receivable; (g) all amounts and property from time to time held in effect) or credited to, to the Trust Accounts, including the Reserve Collection Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Interest Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, or the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)Lockbox Account; (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing foregoing; and (including Liquidation Proceeds); providedi) all present and future claims, howeverdemands, that causes and choices in action in respect of any or all of the foregoing items (a) through (h) shall not include and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the Notes foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and Certificatesevery kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the following, whether now owned or hereafter acquired: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof on or after the Initial Cutoff Cut-off Date (including amounts due on or before the Initial Cut-off Date but received by NAFI, the Seller or the Issuer on or after the Initial Cut-off Date); (b) the security interests in, any proceeds and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or life, disability insurance or other policies covering such Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of the Initial Receivables; (c) all rights against Dealers pursuant to Dealer Agreements or against Originators pursuant to Originator Agreements; (d) the related Receivables Files and any and all other documents that NAFI keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicle Vehicles; (e) property (including the right to receive future Liquidation Proceeds) that shall have secured an Initial secures a Receivable and shall have that has been acquired by or on behalf of the Depositor, the Servicer or the TrustTrust pursuant to liquidation of such Receivable; (ef) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in Accounts (less all investments and proceeds thereof (including thereof), and all income thereon); (f) rights of the Receivables Purchase AgreementIssuer therein; (g) all “accounts,” “chattel paper,” “general intangibles” the rights and “promissory notes” (as such terms are defined in benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Conveyance Agreements, including the foregoingdelivery requirements, representations and warranties and the cure and repurchase obligations of NAFI under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing. The foregoing transfer and assignment does not constitute and is not intended to result in an assumption by the Trust Collateral Agent, any Noteholder or the Insurer of any obligation of the Seller, the Master Trust, Funding Trust II or NAFI to the Obligors, Dealers, insurers or any other Person in connection with the Receivables, the Receivable Files, or the insurance policies or any agreements or instruments relating to any of them. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 for the benefit of the Noteholders and the Insurer. The Seller intends that the transfer and assignment of Receivables by the Seller to the Trust constitute an absolute transfer to the Trust of all the Seller's right, title, and interest in and to the Receivables and the remainder of the Trust Property (including Liquidation Proceedsother than the Note Policy); providedprovided that, in the event that, notwithstanding the intent of the Seller, the transfer is not held to be a sale, then it is intended that the conveyance shall be deemed to be a grant of a security interest in the Receivables and the remainder of the Trust Property. By the transfer, assignment and set-over contemplated by this Section 2.1, the Seller further grants and transfers to the Trust Collateral Agent, for the benefit of all Noteholders and the Insurer, a first priority, perfected security interest, as their respective interests appear in Section 5.7, in all of the Seller's right, title and interest in, to and under the Receivables and the remainder of the Trust Property, whether now existing or hereafter acquired, and agrees that this Agreement shall also constitute a security agreement under applicable law. Within two Business Days of the Closing Date, the Seller shall have filed a UCC financing statement or statements, appropriate under the applicable UCC, to reflect the assignment of the Receivables and the remainder of the Trust Property (other than the Note Policy) by the Seller to the Trust Collateral Agent and the Insurer and to protect the Noteholders' and the Insurer's interest in the Receivables, their proceeds and the Financed Vehicles, against all other Persons and shall thereafter file any appropriate continuation statements in respect thereof. During the term of this Agreement, the Seller shall not change its name, identity or structure or relocate its chief executive office or principal place of business without first giving at least 30 days' advance written notice to the Trust Collateral Agent, the Servicer and the Insurer; provided however, that the foregoing items (a) through (h) Trust Collateral Agent, the Servicer and the Insurer shall, subject to the last sentence of this paragraph, have no right or power to prohibit a change in the Seller's name, identity or structure or a relocation of, its chief executive office or principal place of business. If any change in the Seller's name, identity or structure or the relocation of its chief executive office or principal place of business would make any financing or continuation statement or notice of lien filed in connection with this Agreement misleading within the meaning of applicable provisions of the UCC or any title statute, the Seller, promptly but in no event later than thirty days after the effective date of such change, shall not include file such amendments or take such other actions as may be required to preserve and protect the Notes Trust Collateral Agent's interest in the Receivables and Certificatesproceeds thereof and the Financed Vehicles and the remainder of the Trust Property. Promptly after filing such amendments or taking such other action, the Seller shall deliver to the Trust Collateral Agent and the Insurer an Opinion of Counsel stating that all financing statements, continuation statements or amendments thereto necessary to continue the perfection of the interest of the Trust Collateral Agent in the Trust Property have been filed and reciting the details thereof.

Conveyance of Initial Receivables. (A) In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:“Initial Assets”): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreements (only with respect to Case Owned Contracts or NH Owned Contracts included in the Initial Receivables) and the Purchase Agreements, including the right of the Seller to cause CNHCA or NH Credit, as the case may be, to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers’ reserve accounts maintained with CNHCA or with NH Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) any True Lease Equipment that is subject to any Initial Receivable; and (i) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the “Assignment”). The Purchase Price for the Initial Receivables shall equal [ ]. (B) The Seller hereby Grants to [ ], as Indenture Trustee on behalf of the Noteholders, all of the Seller’s right, title and interest in and to all funds on deposit from time to time in the Backup Servicer Account, including the Backup Servicer Account Initial Deposit, and in all investments and proceeds thereof (including Liquidation Proceedsall income thereon); provided. The foregoing Grant is made to secure the Seller’s obligation to make funds available in the Backup Servicer Account available to the Indenture Trustee to pay Backup Servicer Expenses. [ ], howeveras Indenture Trustee on behalf of the Noteholders, that the foregoing items (a1) through acknowledges such Grant and (h2) shall not include the Notes and Certificatesagrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Initial Receivables. In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the DepositorSeller in and to, whether now owned or existing or hereafter acquired, and wherever located, in and to the followingacquired or arising: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or and disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an proceeds from any Initial Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and shall have been acquired by Sale Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer related Dealer Agreement or the TrustAuto Loan Purchase and Sale Agreement; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the Receivables Purchase Agreementrelated Receivable Files; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller’s right, title and “promissory notes” interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the Uniform Commercial Code as from time to time in effectUCC) constituting or relating to the foregoingproperty described in (a) through (g); and (hi) the all proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing investments with respect to items (a) through (h) shall not include the Notes and Certificates).

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Transferor's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityTransferor, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) Receivables, and all monies moneys received thereon and in respect thereof after the Initial Cutoff DateDate and all Net Liquidation Proceeds with respect to such Receivables; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) all rights under any Service Contracts on the related Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the TrustVehicles; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the related Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoingFiles; and (hf) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items specified in clauses (a) through (he) are referred to herein as the "TRANSFEROR PROPERTY"). In connection with such sale, the Seller agrees to record and file, at its own expense, financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables for the sale of accounts and chattel paper meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables to the Issuer. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Transferor Property from the Seller to the Transferor and the beneficial interest in and title to the Receivables and the other Transferor Property shall not include be part of the Notes Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement and the Seller does hereby grant a security interest in the property referred to in this Section 2.1 for the benefit of the Transferor.

Conveyance of Initial Receivables. In consideration Subject to the terms and conditions of this Agreement, the Issuing Entity’s delivery Seller, pursuant to or the mutually agreed upon the order of the Depositor of the Notes and the Certificatesterms contained herein, on the Closing Date the Depositor does hereby sellsells, transfertransfers, assignassigns, set over and otherwise convey conveys to the Issuing EntityTrust, without recourse (subject to the but without limitation of its obligations in this Agreement), all of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the following: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and Receivables, all monies received at any time paid or payable thereon and or in respect thereof after the Initial Cutoff Date (including amounts due on or before the Initial Cutoff Date but received by AFL or the Seller after the Initial Cutoff Date; (b) the ), an assignment of security interests in, and of AFL in the liens onrelated Financed Vehicles, the Financed Vehicles granted by Obligors in connection with Insurance Policies and any proceeds from any Insurance Policies relating to the Initial Receivables Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Collateral Insurance and any other interest Force-Placed Insurance relating to the Initial Receivables, an assignment of the Depositor in such Financed Vehicles; (c) any proceeds rights of AFL or the Seller against Dealers with respect to the Initial Receivables from claims under the Dealer Agreements and the Dealer Assignments, all items contained in the related Receivable Files, any and all other documents that AFL keeps on any physical damagefile in accordance with its customary procedures relating to the Initial Receivables, credit life the Obligors or disability insurance policies covering such the related Financed Vehicles or Obligors; Vehicles, an assignment of the rights of the Seller under the Purchase Agreements, property (dincluding the right to receive future Liquidation Proceeds) any Financed Vehicle that shall have secured secures an Initial Receivable and shall have that has been acquired by or on behalf of the DepositorTrust pursuant to liquidation of such Receivable, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited tothe Trust Accounts and all investments therein and proceeds thereof, and all proceeds of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each Subsequent Transfer Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Trust and the beneficial interest in and title to the Recivables and the other Trust Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, transfer and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account assignment contemplated hereby and each Subsequent Transfer DepositAgreement is held not to be a sale, this Agreement and each Subsequent Transfer Agreement shall constitute a grant of a security interest to the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined Trust in the Uniform Commercial Code as from time property referred to time in effect) constituting this Section 2.1 or relating transferred to the foregoing; and (h) Trust pursuant to the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificatesrelated Subsequent Transfer Agreement.

Conveyance of Initial Receivables. (A) In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:"Initial Assets"): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreements (only with respect to Case Owned Contracts or NH Owned Contracts included in the Initial Receivables) and the Purchase Agreements, including the right of the Seller to cause Case Credit or NH Credit, as the case may be, to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers' reserve accounts maintained with Case Credit or with NH Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) any True Lease Equipment that is subject to any Initial Receivable; and (i) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the "Assignment"). The Purchase Price for the Initial Receivables shall equal $614,857,100.46. (B) The Seller hereby Grants to JPMorgan, as Indenture Trustee on behalf of the Noteholders, all of the Seller's right, title and interest in and to all funds on deposit from time to time in the Backup Servicer Account, including the Backup Servicer Account Initial Deposit, and in all investments and proceeds thereof (including Liquidation Proceedsall income thereon); provided. The foregoing Grant is made to secure the Seller's obligation to make funds available in the Backup Servicer Account available to the Indenture Trustee to pay Backup Servicer Expenses. JP Morgan, howeveras Indenture Trustee on behalf of the Noteholders, that the foregoing items (a1) through xxxxxxxedges such Grant and (h2) shall not include the Notes and Certificatesagrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Initial Receivables. (A) In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:"INITIAL ASSETS"): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreements (only with respect to Case Owned Contracts or NH Owned Contracts included in the Initial Receivables) and the Purchase Agreements, including the right of the Seller to cause Case Credit or NH Credit, as the case may be, to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers' reserve accounts maintained with Case Credit or with NH Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) any True Lease Equipment that is subject to any Initial Receivable; and (i) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of EXHIBIT D (the "ASSIGNMENT"). The Purchase Price for the Initial Receivables shall equal $614,857,100.46. (B) The Seller hereby Grants to JPMorgan, as Indenture Trustee on behalf of the Noteholders, all of the Seller's right, title and interest in and to all funds on deposit from time to time in the Backup Servicer Account, including the Backup Servicer Account Initial Deposit, and in all investments and proceeds thereof (including Liquidation Proceedsall income thereon); provided. The foregoing Grant is made to secure the Seller's obligation to make funds available in the Backup Servicer Account available to the Indenture Trustee to pay Backup Servicer Expenses. XX Xxxxxx, howeveras Indenture Trustee on behalf of the Noteholders, that the foregoing items (a1) through acknowledges such Grant and (h2) shall not include the Notes and Certificatesagrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of the Depositorin, whether now or hereafter acquired, to and wherever located, in and to the followingunder: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts included in the Initial Receivables) and the Purchase Agreement, including the right of the Seller to cause Credit to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers' reserve accounts maintained with Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Yield Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) any True Lease Equipment that is subject to any Initial Receivable; and (i) the proceeds of any and all of the foregoing (including Liquidation Proceedsother than Recoveries); provided, however, that . The above assignment shall be evidenced by a duly executed written assignment in substantially the foregoing items form of Exhibit D (a) through (h) the "Second-Tier Assignment"). The Purchase Price for the Initial Receivables shall not include the Notes and Certificatesequal $322,989,181.27.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:"Initial Assets"): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreements (only with respect to Case Owned Contracts or NH Owned Contracts included in the Initial Receivables) and the Purchase Agreements, including the right of the Seller to cause Case Credit or NH Credit, as the case may be, to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers' reserve accounts maintained with Case Credit or with NH Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) any True Lease Equipment that is subject to any Initial Receivable; and (i) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (including Liquidation Proceedsthe "Assignment"); provided, however, that . The Purchase Price for the foregoing items (a) through (h) Initial Receivables shall not include the Notes and Certificatesequal $647,102,178.68.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of the Depositorin, whether now or hereafter acquired, to and wherever located, in and to the followingunder: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts (as defined in the Purchase Agreement) included in the Initial Receivables) and the Purchase Agreement, including the right of the Seller to cause Credit to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers' reserve accounts maintained with Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceedsother than Recoveries); provided, however, that . The above assignment shall be evidenced by a duly executed written assignment in substantially the foregoing items form of Exhibit D (a) through (h) shall not include the Notes and Certificates"Assignment").

Conveyance of Initial Receivables. (a) In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest in, to and under the following (collectively, the “[Initial][CNHCR] Assets”): (i) the [Initial] Receivables, including all documents constituting chattel paper included therewith, and all obligations of the DepositorObligors thereunder, whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and including all monies received thereon and in respect thereof paid thereunder on or after the Initial [Initial] Cutoff Date; (bii) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial [Initial] Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (ciii) any proceeds with respect to the Initial [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or ObligorsObligors (to the extent not used to purchase Substitute Equipment); (div) the Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts included in the [Initial] Receivables) and the Purchase Agreement, including the right of the Seller to cause CNHCA to repurchase [Initial] Receivables from the Seller under the circumstances described therein; (v) any proceeds from recourse to Dealers with respect to the [Initial] Receivables; (vi) any Financed Vehicle Equipment that shall have secured an Initial a[n] [Initial] Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (evii) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial [Initial] Deposit, [any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Funded Amount,] and in all investments and proceeds thereof (including all income thereon); and (viii) the proceeds of any and all of the foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the “Assignment”). (b) The Seller hereby Grants to [The Bank of New York Mellon Trust Company, N.A.], as Indenture Trustee on behalf of the Noteholders and the Backup Servicer, all of the Seller’s right, title and interest in and to all funds on deposit from time to time in the Backup Servicer Account, including the Backup Servicer Account Initial [Initial] Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) . The foregoing Grant is made to secure the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined Seller’s obligation to make funds available in the Uniform Commercial Code as from time to time in effect) constituting or relating Backup Servicer Account available to the foregoing; and (h) the proceeds Indenture Trustee to pay Backup Servicer Expenses. [The Bank of any and all New York Mellon Trust Company, N.A.], as Indenture Trustee on behalf of the foregoing Noteholders and the Backup Servicer, (including Liquidation Proceeds); provided, however, that the foregoing items 1) acknowledges such Grant and (a2) through (h) shall not include the Notes and Certificatesagrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Initial Receivables. In consideration of --------------------------------- the Issuing Entity’s Owner Trustee's delivery to of the Securities to, or upon the order of of, the Depositor of Seller, the Notes and the Certificates, on the Closing Date the Depositor Seller does hereby enter into this Agreement and agree to fulfill all of its obligations hereunder and to sell, transfer, assign, set over and otherwise convey to Chase Manhattan Bank USA, National Association, not in its individual capacity, but solely as Owner Trustee, under the Issuing EntityTrust Agreement, without recourse (subject to the obligations of the Depositor set forth herein)recourse, pursuant to an assignment in the form attached hereto as ------- -------- Exhibit C B (the “"Initial SSA PSA Assignment”) "), all right, title and interest of the Depositor--------- Seller in, whether now or hereafter acquired, to and wherever located, in and to the followingunder: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received paid thereon (including Liquidation Proceeds) and in respect thereof due thereunder on and after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and and, to the extent permitted by law, any other interest accessions thereto which are financed by NFC; (c) the benefits of any lease assignments with respect to the Depositor in such related Financed Vehicles; (cd) any proceeds from any Insurance Policies with respect to the Initial Receivables; (e) any proceeds from Dealer Liability with respect to the Initial Receivables, proceeds from any International Purchase Obligations with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (dsubject to the limitations set forth in Section 2.04) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)from any Guaranties of Initial Receivables; (f) the Receivables Purchase Agreement;, the Initial PA Assignment pursuant to Section 2.01 of the Purchase Agreement with respect to the Initial Receivables, and the Custodian Agreement, including the right of the Seller to cause NFC to perform its obligations thereunder (including the obligation to repurchase Initial Receivables under certain circumstances); and (g) all “accounts,” “chattel paper,” “general intangibles” any proceeds of the property described in clauses (a), (b), (c) and “promissory notes” (as such terms are defined f) above. It is the intention of the Seller that the transfer and assignment contemplated by this Section 2.01 shall constitute a sale of the Initial Receivables from the Seller to the Owner Trustee, on behalf of the Trust, and the beneficial interest in and title to the assets conveyed pursuant to this Section 2.01 shall not be part of the Seller's estate in the Uniform Commercial Code as event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. Within two Business Days after the Closing Date, the Seller shall cause to be deposited into the Collection Account all collections (from time to time in effectwhatever source) constituting on or relating with respect to the assets conveyed pursuant to this Section 2.01 received by the Seller pursuant to Section 5.07 of the Purchase Agreement. The Seller and the Servicer intend to treat such transfer and assignment as a sale for accounting and tax purposes. Notwithstanding the foregoing; and , in the event a court of competent jurisdiction determines that such transfer and assignment did not constitute such a sale or that such beneficial interest is a part of the Seller's estate, then (hi) the proceeds Seller shall be deemed to have granted to the Owner Trustee, on behalf of any and the Trust, a first priority perfected security interest in all of the foregoing Seller's right title and interest in, to and under the assets conveyed pursuant to this Section 2.01, and the Seller hereby grants such security interest and (ii) the assets conveyed pursuant to this Section 2.01 shall be deemed to include all rights, powers and options (but none of the obligations, if any) of the Seller under any agreement or instrument included in the assets conveyed pursuant to this Section 2.01, including Liquidation Proceeds); providedthe immediate and continuing right to claim for, howevercollect, receive and give receipt for principal and interest payments in respect of the Initial Receivables included in the assets conveyed pursuant to this Section 2.01 and all other monies payable under the Initial Receivables conveyed pursuant to this Section 2.01, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights, powers and options, to bring Proceedings in the name of the Seller or otherwise and generally to do and receive anything that the foregoing items (a) through (h) Seller is or may be entitled to do or receive under or with respect to the assets conveyed pursuant to this Section 2.01. For purposes of such grant, this Agreement shall not include constitute a security agreement under the Notes and CertificatesUCC.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) Receivables, and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) an assignment of the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an proceeds from any Initial Receivable and shall have been acquired repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer or the Trustrelated Dealer Agreement; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the related Receivables Purchase AgreementFiles; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller's right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Purchase Agreement, including the foregoingSeller's rights under the Purchase Agreement, and the delivery requirements, the representations and warranties and the cure and repurchase obligations of TMS Auto Finance under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items specified in clauses (a) through (h) are referred to herein as the "Trust Property"). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the other Trust Property shall not include be part of the Notes Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 for the benefit of the Noteholders, the Certificateholders and the Security Insurer.

Conveyance of Initial Receivables. In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables, net of those reimbursable liquidation expenses set forth in Article IV; (d) any Financed Vehicle that shall have secured an proceeds from any Initial Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and shall have been acquired by Sale Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer related Dealer Agreement or the TrustAuto Loan Purchase and Sale Agreement; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the Receivables Purchase Agreementrelated Receivable Files; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller’s right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Purchase Agreement, including the foregoing; andSeller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) the proceeds of any and all of the foregoing foregoing; (including Liquidation Proceedsi) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); provided, however, that the foregoing and (j) all proceeds and investments with respect to items (a) through (h) i). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not include be part of the Notes Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Initial Receivables. In consideration Subject to the terms and conditions of this Agreement, the Issuing Entity’s delivery Seller, pursuant to or the mutually agreed upon the order of the Depositor of the Notes and the Certificatesterms contained herein, on the Closing Date the Depositor does hereby sellsells, transfertransfers, assignassigns, set over and otherwise convey conveys to the Issuing EntityTrust, without recourse (subject to the but without limitation of its obligations in this Agreement), all of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the following: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and Receivables, all monies received at any time paid or payable thereon and or in respect thereof after the Initial Cutoff Date (including amounts due on or before the Initial Cutoff Date but received by OFL or the Seller after the Initial Cutoff Date; (b) the ), an assignment of security interests in, and of OFL in the liens onrelated Financed Vehicles, the Financed Vehicles granted by Obligors in connection with Insurance Policies and any proceeds from any Insurance Policies relating to the Initial Receivables Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Collateral Insurance and any other interest Force-Placed Insurance relating to the Initial Receivables, an assignment of the Depositor in such Financed Vehicles; (c) any proceeds rights of OFL or the Seller against Dealers with respect to the Initial Receivables from claims under the Dealer Agreements and the Dealer Assignments, all items contained in the related Receivable Files, any and all other documents that OFL keeps on any physical damagefile in accordance with its customary procedures relating to the Initial Receivables, credit life the Obligors or disability insurance policies covering such the related Financed Vehicles or Obligors; Vehicles, an assignment of the rights of the Seller under the Purchase Agreements, property (dincluding the right to receive future Liquidation Proceeds) any Financed Vehicle that shall have secured secures an Initial Receivable and shall have that has been acquired by or on behalf of the DepositorTrust pursuant to liquidation of such Receivable, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited tothe Trust Accounts and all investments therein and proceeds thereof, and all proceeds of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each Subsequent Transfer Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Trust and the beneficial interest in and title to the Recivables and the other Trust Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, transfer and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account assignment contemplated hereby and each Subsequent Transfer DepositAgreement is held not to be a sale, this Agreement and each Subsequent Transfer Agreement shall constitute a grant of a security interest to the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined Trust in the Uniform Commercial Code as from time property referred to time in effect) constituting this Section 2.1 or relating transferred to the foregoing; and (h) Trust pursuant to the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificatesrelated Subsequent Transfer Agreement.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of the Depositorin, whether now or hereafter acquired, to and wherever located, in and to the followingunder: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts included in the Initial Receivables) and the Purchase Agreement, including the right of the Seller to cause Credit to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers' reserve accounts maintained with Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Yield Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) any True Lease Equipment that is subject to any Initial Receivable; and (i) the proceeds of any and all of the foregoing (including Liquidation Proceedsother than Recoveries); provided, however, that . The above assignment shall be evidenced by a duly executed written assignment in substantially the foregoing items form of Exhibit D (a) through (h) the "Second-Tier Assignment"). The Purchase Price for the Initial Receivables shall not include the Notes and Certificatesequal $400,219,567.34.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:"Initial Assets"): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreements (only with respect to Case Owned Contracts or NH Owned Contracts included in the Initial Receivables) and the Purchase Agreements, including the right of the Seller to cause Case Credit or NH Credit, as the case may be, to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers' reserve accounts maintained with Case Credit or with NH Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) any True Lease Equipment that is subject to any Initial Receivable; and (i) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (including Liquidation Proceedsthe "Assignment"); provided, however, that . The Purchase Price for the foregoing items (a) through (h) Initial Receivables shall not include the Notes and Certificatesequal $816,865,722.13.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's --------------------------------- delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) an assignment of the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf all rights of the Depositor, the Servicer or the TrustSeller against Dealers pursuant to Dealer Agreements; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the related Receivables Purchase AgreementFiles; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller's right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Purchase Agreement, including the foregoingSeller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit and CP Funding under the Purchase Agreement; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, foregoing. It is the intention of the Seller that the foregoing items (a) through (h) transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not include be part of the Notes Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Initial Receivables. (a) In consideration of the Issuing Entity’s Depositor's delivery to or upon the order of the Depositor of the Notes and the Certificates, Seller on the Closing Date of $[ ] (the Depositor "Purchase Price"), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityDepositor, without recourse (subject to the obligations of the Depositor set forth Seller herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title title, and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (ai) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date[ ], 2001; (bii) the security interests in, and the liens on, in the Financed Vehicles and any accessions thereto granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (ciii) any Liquidation Proceeds and any other proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors, including any vendor's single interest or other collateral protection insurance policy; (div) any Financed Vehicle property that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the TrustSeller; (ev) all funds on deposit in, documents and “financial assets” (as such term is defined other items contained in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)Receivable Files; (f) the Receivables Purchase Agreement; (gvi) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as proceeds from time any Initial Receivable repurchased by a Dealer pursuant to time in effect) constituting or relating to the foregoinga Dealer Agreement; and (hvii) the proceeds of any and all of the foregoing (including Liquidation Proceedscollectively, with the assets listed in clauses (i) through (vi) above, the "Conveyed Assets"); provided. (b) The Seller and the Depositor intend that the transfer of assets by the Seller to the Depositor pursuant to this Agreement be a sale of the ownership interest in such assets to the Depositor, rather than the mere granting of a security interest to secure a borrowing. In the event, however, that such transfer is deemed not to be a sale but to be of a mere security interest to secure a borrowing, the foregoing items Seller shall be deemed to have hereby granted to the Depositor a security interest in all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, which security interest shall be perfected and of first priority, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the Sale and Servicing Agreement and Section 6.04 hereof, the Depositor may sell, transfer and assign to the Issuer (ai) through all or any portion of the assets assigned to the Depositor hereunder, (hii) shall not include all or any portion of the Notes Depositor's rights against the Seller under this Agreement and Certificates(iii) all proceeds thereof. Such assignment may be made by the Depositor with or without an assignment by the Depositor of its rights under this Agreement, and without further notice to or acknowledgement from the Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Depositor in connection with the transactions contemplated by the Sale and Servicing Agreement.

Conveyance of Initial Receivables. (a) In consideration of the Issuing Entity’s Purchaser's delivery to or upon the order of the Depositor of the Notes and the Certificates, Seller on the Closing Date of $137,583,736, the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityPurchaser, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title title, and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (ai) the Initial Receivables identified in the Schedule of Receivables to and the Initial SSA Assignment delivered to the Issuing Entity (Eligible Investment Receivables and, in each case, all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof on or after the Initial Cutoff DateNovember 14, 1996; (bii) the security interests in, and the liens on, in the Financed Vehicles and any accessions thereto granted by Obligors in connection with pursuant to the Initial Receivables and the Initial Eligible Investment Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (ciii) any Liquidation Proceeds and any other proceeds with respect to the Initial Receivables and the Initial Eligible Investment Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors, including any vendor's single interest or other collateral protection insurance policy; (div) any Financed Vehicle property that shall have secured an Initial Receivable or an Initial Eligible Investment Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the TrustSeller; (ev) all funds on deposit in, documents and “financial assets” (as such term is defined other items contained in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoingReceivable Files; and (hvi) the proceeds of any and all of the foregoing foregoing. (including Liquidation Proceeds); providedb) Except as otherwise provided herein, all of the provisions of this Agreement (i) applicable to Initial Receivables shall also apply to each Initial Eligible Investment Receivable and (ii) applicable to Subsequent Receivables shall also apply to each Subsequent Eligible Investment Receivable, except that, unless otherwise directed by the Collateral Agent, the Seller shall deposit into the Spread Account all Purchase Amounts, if any, to be paid by it in respect of Eligible Investment Receivables repurchased pursuant to Section 6.04 and any Recoveries, net of liquidation expenses, allocated to Eligible Investment Receivables. (c) The Seller and the Purchaser intend that the transfer of assets by the Seller to the Purchaser pursuant to this Agreement be a sale of the ownership interest in such assets to the Purchaser, rather than the mere granting of a security interest to secure a borrowing. In the event, however, that such transfer is deemed not to be a sale but to be of a mere security interest to secure a borrowing, the foregoing items Seller shall be deemed to have hereby granted to the Purchaser a perfected first priority security interest in all such assets, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the Sale and Servicing Agreement and Section 6.04 hereof, the Purchaser may sell, transfer and reassign to the Issuer (ai) through all or any portion of the assets assigned to the Purchaser hereunder, (hii) shall not include all or any portion of the Notes Purchaser's rights against the Seller under this Agreement and Certificates(iii) all proceeds thereof. Such reassignment may be made by the Purchaser with or without a reassignment by the Purchaser of its rights under this Agreement, and without further notice to or acknowledgement from the Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Purchaser or any assignee of the Purchaser relating to such action by the Purchaser in connection with the transactions contemplated by the Sale and Servicing Agreement.

Conveyance of Initial Receivables. (A) In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:“Initial Assets”): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreements (only with respect to CNHCA Owned Contracts or NH Owned Contracts included in the Initial Receivables) and the Purchase Agreements, including the right of the Seller to cause CNHCA or NH Credit, as the case may be, to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers’ reserve accounts maintained with CNHCA or with NH Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) any True Lease Equipment that is subject to any Initial Receivable; and (i) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the “Assignment”). The Purchase Price for the Initial Receivables shall equal $898,036,213.34. (B) The Seller hereby Grants to JPMorgan Chase Bank, N.A., as Indenture Trustee on behalf of the Noteholders, all of the Seller’s right, title and interest in and to all funds on deposit from time to time in the Backup Servicer Account, including the Backup Servicer Account Initial Deposit, and in all investments and proceeds thereof (including Liquidation Proceedsall income thereon); provided. The foregoing Grant is made to secure the Seller’s obligation to make funds available in the Backup Servicer Account available to the Indenture Trustee to pay Backup Servicer Expenses. JPMorgan Chase Bank, howeverN.A., that as Indenture Trustee on behalf of the foregoing items Noteholders, (a1) through acknowledges such Grant and (h2) shall not include the Notes and Certificatesagrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof on or after the Initial Cutoff Date (including amounts due on or before the Initial Cutoff Date but received by Advanta, the Seller or the Issuer on or after the Initial Cutoff Date); (b) the The security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of the Initial Receivables; (d) all rights of the Seller against Dealers pursuant to Dealer Agreements, Dealer Assignments or Unaffiliated Originator Receivables Purchase Agreements; (e) all rights under any Service Contracts on the related Financed Vehicle Vehicles; (f) the related Receivables Files and any and all other documents that shall have secured an Initial Advanta keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicles; (g) property (including the right to receive future Liquidation Proceeds) that secures a Receivable and shall have that has been acquired by or on behalf of the Depositor, the Servicer or the TrustTrust pursuant to liquidation of such Receivable; (eh) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in Accounts (less all investments and proceeds thereof (including thereof), and all income thereon)rights of the Issuer therein; (fi) all of the Receivables Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” , including the delivery requirements, representations and “promissory notes” (as such terms are defined in warranties and the Uniform Commercial Code as from time to time in effect) constituting or relating to cure and repurchase obligations of Advanta under the foregoingPurchase Agreement; and (hj) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, foregoing. It is the intention of the Seller that the foregoing items (a) through (h) transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not include be part of the Notes Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 for the benefit of the Securityholders and the Insurer.

Conveyance of Initial Receivables. (A) In consideration of the Issuing EntityIssuer’s delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:“Initial Assets”): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreements (only with respect to Case Owned Contracts or NH Owned Contracts included in the Initial Receivables) and the Purchase Agreements, including the right of the Seller to cause Case Credit or NH Credit, as the case may be, to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers’ reserve accounts maintained with Case Credit or with NH Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) any True Lease Equipment that is subject to any Initial Receivable; and (i) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (the “Assignment”). The Purchase Price for the Initial Receivables shall equal $1,168,990,387.34. (B) The Seller hereby Grants to JPMorgan, as Indenture Trustee on behalf of the Noteholders, all of the Seller’s right, title and interest in and to all funds on deposit from time to time in the Backup Servicer Account, including the Backup Servicer Account Initial Deposit, and in all investments and proceeds thereof (including Liquidation Proceedsall income thereon); provided. The foregoing Grant is made to secure the Seller’s obligation to make funds available in the Backup Servicer Account available to the Indenture Trustee to pay Backup Servicer Expenses. XX Xxxxxx, howeveras Indenture Trustee on behalf of the Noteholders, that the foregoing items (a1) through acknowledges such Grant and (h2) shall not include the Notes and Certificatesagrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Trust's delivery to or upon the order of the Depositor Transferor on the Closing Date of the Certificate and the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to or upon the order of the Transferor in accordance with the terms of this Agreement and the Spread Account Agreement, on the Closing Date the Depositor Transferor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityTrust, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Transferor in and to the followingto: (ai) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof amounts due thereunder on or after the Initial Cutoff Cut-off Date but received after the Cut-off Date; (bii) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any accessions thereto, and any other interest of the Depositor Transferor in such Financed Vehicles and accessions, including, without limitation, the certificates of title and other evidences of ownership with respect to such Financed Vehicles; (ciii) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability disability, GAP or other insurance policies thereon covering such the Financed Vehicles or Obligorsthe Obligors relating to the Initial Receivables and any proceeds from the liquidation of Initial Receivables or Financed Vehicles; (div) any Financed Vehicle all property (including the right to receive future Liquidation Proceeds) that shall have secured secures an Initial Receivable and shall have that has been acquired by or on behalf of the Depositor, Issuer pursuant to the Servicer or the Trustliquidation of such Initial Receivable; (ev) all funds on deposit inthe Purchase Agreement and this Agreement, and “financial assets” (insofar as such term is defined in right, title and interest relates to the Uniform Commercial Code as from time to time in effect) credited toInitial Receivables, or the Trust AccountsReceivable Files or Financed Vehicles relating thereto, including the Reserve Account, right of the Negative Carry Account, if any, and Transferor to cause the Pre-Funding Account, if any, Originator to repurchase the Initial Receivables from time the Issuer or the Transferor or to time, including make indemnity payments in respect thereof under the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, circumstances set forth in the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (gvi) the Dealer Recourse relating to the Initial Receivables; (vii) rebates or refunds of premiums and other amounts relating to insurance policies and other items financed under the Initial Receivables or otherwise covering an Obligor or a Financed Vehicle; (viii) all “accounts,” “chattel paper,” “general intangibles” amounts and “promissory notes” (as such terms are defined in the Uniform Commercial Code as property from time to time held in effector credited to any of the Trust Accounts and the Lock-Box Account (to the extent such amounts and property in the Lock-Box Account relate to the Initial Receivables); (ix) constituting or the Receivable Files and all other documents that the Originator keeps on file in accordance with its customary procedures relating to the foregoingInitial Receivables, or the Obligors or Financed Vehicles relating thereto; and (hx) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that foregoing. Such sale shall be effective as of the foregoing items (a) through (h) shall not include the Notes Initial Cut-off Date with respect to all Trust Property and Certificatesother property and rights appurtenant thereto.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the Seller in accordance with this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all of its right, title and interest of in, to and under the Depositorfollowing (collectively, whether now or hereafter acquired, and wherever located, in and to the following:"INITIAL SECOND-TIER ASSETS"): (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (Receivables, including all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) documents constituting chattel paper included therewith, and all monies received thereon and in respect thereof obligations of the Obligors thereunder, including all moneys paid thereunder on or after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles Equipment granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles Equipment or Obligors; (d) the Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts included in the Initial Receivables) and the Purchase Agreement, including the right of the Seller to cause Case Credit to repurchase Initial Receivables from the Seller under the circumstances described therein; (e) any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers' reserve accounts maintained with Case Credit or with NH Credit; (f) any Financed Vehicle Equipment that shall have secured an Initial Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (eg) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Spread Account Initial Deposit, any Reserve Principal Supplement Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, Deposit and the Pre-Funding Account Initial Deposit, if anyFunded Amount, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) any True Lease Equipment that is subject to any Initial Receivable; and (i) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (including Liquidation Proceedsthe "SECOND-TIER CASE ASSIGNMENT"); provided, however, that . The Purchase Price for the foregoing items (a) through (h) Initial Receivables shall not include the Notes and Certificatesequal $722,183,687.46.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C ): (the “Initial SSA Assignment”a) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the following: (a) the Initial Receivables identified listed in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) A hereto and all monies received thereon thereunder after the Initial Cutoff Date and in all Net Liquidation Proceeds and Recoveries received with respect thereof to such Initial Receivables after the Initial Cutoff Date; (b) all right, title and interest of the Seller in and to the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the Non-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (c) all right, title and interest of the Seller in and to any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering such or certificates relating to the Financed Vehicles securing the Initial Receivables or Obligorsthe Obligors thereunder; (d) any Financed Vehicle that shall have secured an Initial Receivable all right, title and shall have been acquired by or on behalf interest of the DepositorSeller in and to the Receivables Purchase Agreement, including a direct right to cause CPS to purchase Receivables from the Servicer or Trust and to indemnify the TrustTrust pursuant to the Receivables Purchase Agreement under the circumstances specified therein; (e) all funds on deposit inright, title and “financial assets” interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Initial Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle under an Initial Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (as such term is defined in f) the Uniform Commercial Code as Receivable File related to each Initial Receivable; (g) all amounts and property from time to time held in effect) or credited to, to the Trust Accounts, including the Reserve Collection Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Interest Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, or the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)Lockbox Account; (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing foregoing; and (including Liquidation Proceeds); providedi) all present and future claims, howeverdemands, that causes and choses in action in respect of any or all of the foregoing items (a) through (h) shall not include and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the Notes foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and Certificatesevery kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s --------------------------------- Owner Trustee's delivery to of the Securities to, or upon the order of of, the Depositor of Seller, the Notes and the Certificates, on the Closing Date the Depositor Seller does hereby enter into this Agreement and agree to fulfill all of its obligations hereunder and to sell, transfer, assign, set over and otherwise convey to Chase Manhattan Bank Delaware, not in its individual capacity, but solely as Owner Trustee, under the Issuing EntityTrust Agreement, without recourse (subject to the obligations of the Depositor set forth herein)recourse, pursuant ------- -------- to an assignment in the form attached hereto as Exhibit C A (the “"Initial SSA --------- Assignment”) "), all right, title and interest of the DepositorSeller in, whether now or hereafter acquired, to and wherever located, in and to the followingunder: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received paid thereon (including Liquidation Proceeds) and in respect thereof due thereunder on and after the Initial Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and and, to the extent permitted by law, any other interest accessions thereto which are financed by NFC; (c) the benefits of any lease assignments with respect to the Depositor in such related Financed Vehicles; (cd) any proceeds from any Insurance Policies with respect to the Initial Receivables; (e) any proceeds from Dealer Liability with respect to the Initial Receivables, proceeds from any NITC Purchase Obligations with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (dsubject to the limitations set forth in Section 2.04) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)from any Guaranties of Initial Receivables; (f) the Receivables Purchase Agreement;, the Initial PA Assignment pursuant to Section 2.01 of the Purchase Agreement with respect to the Initial Receivables and the Custodian Agreement, including the right of the Seller to cause NFC to perform its obligations thereunder (including the obligation to repurchase Initial Receivables under certain circumstances); and (g) all “accounts,” “chattel paper,” “general intangibles” any proceeds of the property described in clauses (a), (b), (c) and “promissory notes” (as such terms are defined f) above. It is the intention of the Seller that the transfer and assignment contemplated by this Section 2.01 shall constitute a sale of the Initial Receivables from the Seller to the Owner Trustee, on behalf of the Trust, and the beneficial interest in and title to the assets conveyed pursuant to this Section 2.01 shall not be part of the Seller's estate in the Uniform Commercial Code as event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. Within two Business Days after the Closing Date, the Seller shall cause to be deposited into the Collection Account all collections (from time to time in effectwhatever source) constituting on or relating with respect to the assets conveyed pursuant to this Section 2.01 received by the Seller pursuant to Section 5.07 of the Purchase Agreement. The Seller and the Servicer intend to treat such transfer and assignment as a sale for accounting and tax purposes. Notwithstanding the foregoing; and , in the event a court of competent jurisdiction determines that such transfer and assignment did not constitute such a sale or that such beneficial interest is a part of the Seller's estate, then (hi) the proceeds Seller shall be deemed to have granted to the Owner Trustee, on behalf of any and the Trust, a first priority perfected security interest in all of the foregoing Seller's right title and interest in, to and under the assets conveyed pursuant to this Section 2.01, and the Seller hereby grants such security interest and (ii) the assets conveyed pursuant to this Section 2.01 shall be deemed to include all rights, powers and options (but none of the obligations, if any) of the Seller under any agreement or instrument included in the assets conveyed pursuant to this Section 2.01, including Liquidation Proceeds); providedthe immediate and continuing right to claim for, howevercollect, receive and give receipt for principal and interest payments in respect of the Initial Receivables included in the assets conveyed pursuant to this Section 2.01 and all other monies payable under the Initial Receivables conveyed pursuant to this Section 2.01, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights, powers and options, to bring Proceedings in the name of the Seller or otherwise and generally to do and receive anything that the foregoing items (a) through (h) Seller is or may be entitled to do or receive under or with respect to the assets conveyed pursuant to this Section 2.01. For purposes of such grant, this Agreement shall not include constitute a security agreement under the Notes and CertificatesUCC.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller of executed and authenticated Notes and Certificates, in authorized denominations and in aggregate amounts equal to the sum of the Notes Original Certificate Balance and the CertificatesOriginal Note Balance, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over assign and otherwise convey to the Issuing EntityIssuer, in trust for the benefit of the Securityholders, without recourse (subject to the Seller's obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C ): (the “Initial SSA Assignment”a) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the following: (a) the Initial Receivables identified listed in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) A hereto and all monies received due thereon and paid thereon or in respect thereof (including proceeds of the repurchase of Initial Receivables by the Seller pursuant to Section 3.02 or 10.01 or the repurchase of Initial Receivables by the Servicer, or any successor to the Servicer, pursuant to Section 5.06 or 10.01) on or after the Initial Cutoff Date, exclusive of Accrued Interest as of the opening of business on the Initial Cutoff Date; (b) the interest of the Seller in the security interests in, and the liens on, in the Financed Vehicles granted by the related Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor in such Financed VehiclesReceivables; (c) the interest of the Seller in any Liquidation Proceeds, in any proceeds with respect of any physical damage Insurance Policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability Insurance Policies relating to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or the related Obligors; (d) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf the interest of the Depositor, Seller in any proceeds from Dealer repurchase obligations relating to the Servicer or the TrustInitial Receivables; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, interest of the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) Seller under the Receivables Purchase Agreement; (gf) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in other assets comprising the Uniform Commercial Code as from time to time in effect) constituting or relating to estate of the foregoingTrust; and (hg) the all proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificatesforegoing.

Conveyance of Initial Receivables. In consideration of the Issuing Entity’s Issuer's delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, on the Closing Date the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuing EntityIssuer, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, Seller in and to the followingto: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Initial Cutoff Date; (b) an assignment of the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or ObligorsObligors and any proceeds from the liquidation of the Initial Receivables; (d) any Financed Vehicle that shall have secured an proceeds from any Initial Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and shall have been acquired by Sale Agreement as a result of a breach of representation or on behalf of warranty in the Depositor, the Servicer related Dealer Agreement or the TrustAuto Loan Purchase Agreement; (e) all funds rights under any Service Contracts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon)related Financed Vehicles; (f) the related Receivables Purchase AgreementFiles; (g) all “accounts,” “chattel paper,” “general intangibles” of the Seller's right, title and “promissory notes” (as such terms are defined interest in its rights and benefits, but none of its obligations or burdens, under the Uniform Commercial Code as from time to time in effect) constituting or relating to Purchase Agreement, including the foregoing; andSeller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) the proceeds of any and all of the foregoing foregoing; (including Liquidation Proceedsi) all of the Seller's (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); provided, however, that the foregoing and (j) all proceeds and investments with respect to items (a) through (h) i). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not include be part of the Notes Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and Certificatesassignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.