Common use of Conveyance of Receivables Clause in Contracts

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by the parties hereto, the Seller, pursuant Issuing Entity’s delivery to the mutually agreed or upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, of the Seller Depositor of the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunderCertificates, on behalf of the Issuer, Closing Date the Seller Depositor does hereby sell, transfer, assign assign, set over and otherwise convey to the IssuerIssuing Entity, 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 (ithe “SSA Assignment”) all right, title and interest of the Seller Depositor, whether now or hereafter acquired, and wherever located, in and to the following: (a) the Receivables identified in the Schedule of Receivables to the SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies due received thereon or paid thereunder or and in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (iib) the interest of the Seller in the security interests in in, and the liens on, the Financed Vehicles granted by the Obligors pursuant to in connection with the Receivables and any accessions theretoother interest of the Depositor in such Financed Vehicles; (iiic) the interest of the Seller in any proceeds of any Insurance Policies relating with respect to the Receivables from claims on any physical damage, credit life or the disability insurance policies covering such Financed Vehicles or Obligors; (ivd) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) Financed Vehicle that shall have secured a Receivable and shall have been repossessed pursuant to acquired by or on behalf of the terms thereofDepositor, the Servicer or the Trust; (vie) all funds on deposit in, and “financial assets” (as such term is defined in the rights Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and interests of the Seller under in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (viig) all proceeds of “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 (viiih) all present and future claims, demands, causes of action and choses in action in respect the proceeds of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing; provided, including all proceeds of the conversion thereofhowever, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of that the foregoing items (collectively, the “Collateral”). a) through (ch) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of include the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute Notes and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCCCertificates. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration Issuer’s delivery to be delivered or upon the order of the Seller on the Closing Date of an amount equal to the Seller hereunder, on behalf book value of the IssuerReceivables sold by the Seller, as set forth on the books and records of the Seller, the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations set forth herein): (i) and the Issuer hereby purchases, all right, title and interest of the Seller in and to the 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 Receivables and all monies due moneys received thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (iib) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the other interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligorssuch Financed Vehicles; (ivc) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including proceeds and the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant proceeds with respect to the terms thereofReceivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (vid) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and interests benefits, but none of the Seller its obligations or burdens, under the Receivables Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of GM Financial under the Purchase Agreement; (viih) all proceeds of the foregoingSeller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (viiii) all present proceeds and future claims, demands, causes of action and choses in action in investments with respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing items (collectively, the “Collateral”a) through (h). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution Issuing Entity’s delivery to or upon the order of this Agreement by the parties hereto, Seller on the Seller, pursuant Closing Date of the Notes and the other amounts to be distributed from time to time to the mutually agreed upon terms contained Seller in accordance with this Agreement, shall the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the IssuerIssuing Entity, without recourse (but subject to the Seller’s obligations in this Agreementherein), all of its right, title and interest in in, to and to under the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange thereforfollowing (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“CNHCR Assets”): (i) the Receivables, including all rightdocuments constituting chattel paper included therewith, title and interest all obligations of the Seller in and to the Receivables and Obligors thereunder, including all monies due thereon or paid thereunder on or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles Equipment granted by the Obligors pursuant to the Receivables and any accessions theretoother interest of the Seller in such Financed Equipment; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating with respect to the Receivables from claims on insurance policies covering Financed Equipment or Obligors (to the Obligorsextent not used to purchase Substitute Equipment); (iv) the interest of the Seller in any Dealer Recourse; (v) Purchase Agreement, including the right of the Seller to realize upon cause CNHICA to repurchase Receivables from the Seller under the circumstances described therein; (v) any property proceeds from recourse to Dealers with respect to the Receivables; (including the right to receive future Liquidation Proceedsvi) any Financed Equipment that shall have secured a Receivable and that shall have been repossessed pursuant to the terms thereof; (vi) the rights and interests acquired by or on behalf of the Seller under the Receivables Purchase AgreementTrust; (vii) all funds on deposit from time to time in the Trust Accounts, including the Spread Account Deposit, and in all investments and proceeds of the foregoingthereof (including all income thereon); and (viii) all present and future claims, demands, causes of action and choses in action in respect the proceeds of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds . The above assignment shall be evidenced by a duly executed written assignment in substantially the form of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing Exhibit D (collectively, the “CollateralAssignment”). (cb) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC[Reserved]. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant Subject to the mutually agreed upon terms contained in and conditions of this Agreement, shall on the Closing Date the Seller agrees to sell, transfer, assign and otherwise convey to the IssuerPurchaser, without recourse (but subject and the Purchaser agrees to purchase from the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations hereinhereunder): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.012.04) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to in accordance with the terms thereof;; and (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement conveyance hereunder be a sale, in . In the event such transfer and assignment that the conveyance hereunder is deemed to be other than not for any reason considered a sale, the parties intend that all filings described in Seller hereby grants to the foregoing paragraph shall give the Issuer Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other Collateral property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing. This The parties intend that this Agreement shall be deemed to be the grant of constitute a security interest from agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price. In connection with the sale of the Receivables by the Seller to the IssuerPurchaser, and the Issuer shall have all Seller agrees to deliver a Transfer Notice identifying the rights, powers and privileges of a secured party under Receivables to the UCCPurchaser on the Closing Date. (eb) In connection with the foregoing conveyance, the Servicer shall maintain Seller agrees to record and file, at its computer system so thatown expense, from one or more financing statements with respect to the Receivables now existing and after hereafter created for the time sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Issuer under Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this AgreementSection, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the Seller thereof. In connection with the foregoing conveyance, the Servicer’s Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will to show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by Receivables have been transferred to the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned Purchaser pursuant to this Agreement. , (fii) Ownership to deliver to the Purchaser a computer file or printed or microfiche list containing a true and control complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the ReceivablesCutoff Date, as between which file or list shall be delivered to the Issuer Purchaser on the Closing Date and is hereby incorporated into and made a part of this Agreement and (iii) to deliver the Indenture Trustee (on behalf Receivable Files to or upon the order of the Noteholders) shall be governed by the IndenturePurchaser.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of WOAR’s delivery to or upon the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf order of World Omni of the IssuerPurchase Price (as defined in Section 2.02 below), the Seller World Omni does hereby sell, transfer, assign assign, set over and otherwise convey to the IssuerWOAR, without recourse (subject to the Seller’s obligations of World Omni herein): ), on the Closing Date (ithe “Purchase Date”) pursuant to a written assignment substantially in the form of Exhibit A (the “RPA Assignment”), all right, title and interest of the Seller World Omni, whether now owned or hereafter acquired, and wherever located, in and to the following (but none of the obligations of World Omni with respect to): (a) the Receivables identified in the Schedule of Receivables to the RPA Assignment (all of which are identified in World Omni’s computer files by a code indicating the Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies due received thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (iib) the interest of the Seller in the security interests in in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Obligors pursuant Receivables identified in the RPA Assignment and any other interest of World Omni in the Financed Vehicles; (c) any proceeds with respect to the Receivables and identified in the RPA Assignment from claims on any accessions thereto; (iii) physical damage, credit life or disability insurance policies covering the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables Financed Vehicles or the Obligors; (ivd) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) Financed Vehicle that shall have secured a Receivable identified in the RPA Assignment and shall have been repossessed pursuant to acquired by or on behalf of World Omni, WOAR, or, upon the terms thereofassignment contemplated by the Sale and Servicing Agreement, the Servicer or the Trust; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (viie) all proceeds of “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 (viiif) all present and future claims, demands, causes of action and choses in action in respect the proceeds of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing; provided, including all proceeds of the conversion thereofhowever, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of that the foregoing items (collectively, the “Collateral”). (ca) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. through (f) Ownership and control of shall not include the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the IndenturePurchase Price.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing Issuer’s delivery to or upon the order of the Seller of the Certificates and other good and valuable consideration the net proceeds of the sale of the Notes, less an amount equal to the Reserve Fund Initial Deposit to be delivered deposited to the Seller hereunderReserve Fund and the Yield Supplement Account Deposit to be deposited to the Yield Supplement Account, each on behalf of the IssuerClosing Date, the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations of the Seller set forth herein): (i) ), all right, title and interest of the Seller in in, to and to under: (i) the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 2.04 or the purchase of Receivables by the Servicer pursuant to Section 4.08 3.08 or 9.018.01) on or after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretoVehicles; (iii) any proceeds of any physical damage insurance policies covering the interest of the Seller Financed Vehicles and in any proceeds of any Insurance Policies credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the interest any proceeds of the Seller in any Dealer Recourse; (v) the right Receivables Purchase Agreement, but not the obligations of the Seller thereunder; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests by or on behalf of the Seller under the Receivables Purchase AgreementIssuer; (vii) all funds on deposit from time to time in the Accounts, including the Reserve Fund Initial Deposit and the Yield Supplement Account Deposit, and in all investment income and proceeds thereof; (viii) any Servicer Letter of the foregoingCredit; and (viiiix) all present and future claims, demands, causes of action and choses in action in respect the proceeds of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing. The Seller hereby confirms to the Issuer that, including all proceeds as of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectivelyClosing Date, the “Collateral”)Seller shall have caused the portions of all related electronic records relating to the Receivables to be clearly and unambiguously marked, and shall have made the appropriate entries in its general accounting records, to indicate that such Receivables have been transferred and sold to the Issuer. (cb) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement conveyance hereunder be a sale, in . In the event such transfer and assignment that the conveyance hereunder is deemed to be other than not for any reason considered a sale, the parties intend that all filings described in the foregoing paragraph shall give Seller hereby grants to the Issuer a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other Collateral property conveyed hereunder and all proceeds of any of the foregoing. This , and intends that this Agreement shall be deemed to be the grant of constitute a security interest from agreement under applicable law. Such grant is made to secure the Seller to the Issuer, and the Issuer shall have payment of all the rights, powers and privileges of a secured party under the UCCamounts payable hereunder. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant Subject to the mutually agreed upon terms contained in and conditions of this Agreement, shall sell, transfer, assign and otherwise convey on the Closing Date the Seller agrees to sell to the IssuerPurchaser, without recourse (but subject and the Purchaser agrees to purchase from the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations hereinhereunder): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.012.04) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any physical damage insurance policies covering Financed Vehicles and in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to in accordance with the terms thereof;; and (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement conveyance hereunder be a sale, in . In the event such transfer and assignment that the conveyance hereunder is deemed to be other than not for any reason considered a sale, the parties intend that all filings described in Seller hereby grants to the foregoing paragraph shall give the Issuer Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other Collateral property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing. This The parties intend that this Agreement shall be deemed to be the grant of constitute a security interest from agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price. In connection with the sale of the Receivables by the Seller to the IssuerPurchaser, and the Issuer shall have all Seller agrees to deliver a Transfer Notice identifying the rights, powers and privileges of a secured party under Receivables to the UCCPurchaser on the Closing Date. (eb) In connection with the foregoing conveyance, the Servicer shall maintain Seller agrees to record and file, at its computer system so thatown expense, from one or more financing statements with respect to the Receivables now existing and after hereafter created for the time sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Issuer under Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this AgreementSection, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the Seller thereof. In connection with the foregoing conveyance, the Servicer’s Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will to show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by Receivables have been transferred to the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned Purchaser pursuant to this Agreement. , (fii) Ownership to deliver to the Purchaser a computer file or printed or microfiche list containing a true and control complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the ReceivablesCutoff Date, as between which file or list shall be delivered to the Issuer Purchaser on the Closing Date and is hereby incorporated into and made a part of this Agreement and (iii) to deliver the Indenture Trustee (on behalf Receivable Files to or upon the order of the Noteholders) shall be governed by the IndenturePurchaser.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of WOAR’s delivery to or upon the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf order of World Omni of the IssuerPurchase Price (as defined in Section 2.02(a) below), the Seller World Omni does hereby sell, transfer, assign assign, set over and otherwise convey to the IssuerWOAR, without recourse (subject to the Seller’s obligations of World Omni herein): ), on the Closing Date (ithe “Purchase Date”) pursuant to a written assignment substantially in the form of Exhibit A (the “RPA Assignment”), all right, title and interest of the Seller World Omni, whether now owned or hereafter acquired, and wherever located, in and to the following (but none of the obligations of World Omni with respect to): (a) the Receivables identified in the Schedule of Receivables to the RPA Assignment (all of which are identified in World Omni’s computer files by a code indicating the Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies due received thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (iib) the interest of the Seller in the security interests in in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Obligors pursuant Receivables identified in the RPA Assignment and any other interest of World Omni in the Financed Vehicles; (c) any proceeds with respect to the Receivables and identified in the RPA Assignment from claims on any accessions thereto; (iii) physical damage, credit life or disability insurance policies covering the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables Financed Vehicles or the Obligors; (ivd) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) Financed Vehicle that shall have secured a Receivable identified in the RPA Assignment and shall have been repossessed pursuant to acquired by or on behalf of World Omni, WOAR, or, upon the terms thereofassignment contemplated by the Sale and Servicing Agreement, the Servicer or the Trust; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (viie) all proceeds of “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 (viiif) all present and future claims, demands, causes of action and choses in action in respect the proceeds of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing; provided, including all proceeds of the conversion thereofhowever, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of that the foregoing items (collectively, the “Collateral”). (ca) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. through (f) Ownership and control of shall not include the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the IndenturePurchase Price.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Seller on the Closing Date of (ai) Upon the execution of this Agreement any Notes or Certificates to be retained by the parties hereto, Seller on the Seller, pursuant to Closing Date and (ii) the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to net proceeds from the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all sale of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration amounts to be delivered distributed from time to time to the Seller hereunder, on behalf in accordance with the terms of the Issuerthis Agreement, the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations set forth herein): (i) and the Issuer hereby purchases, all right, title and interest of the Seller in and to the following property, whether now owned or existing or hereafter acquired or arising (collectively, the “Conveyed Assets”): (a) the Receivables and all monies due moneys received thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (iib) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the other interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligorssuch Financed Vehicles; (ivc) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including proceeds and the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant proceeds with respect to the terms thereofReceivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (vid) any proceeds from any Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or Direct Lender Agreement, as applicable, as a result of a breach of representation or warranty in such Dealer Agreement or Direct Lender Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and interests benefits, but none of the Seller its obligations or burdens, under the Receivables Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of Exeter under the Purchase Agreement; (viih) all proceeds of the foregoingSeller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (viiii) all present proceeds and future claims, demands, causes of action and choses in action in investments with respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing items (collectively, the “Collateral”a) through (h). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff DatePurchased Assets; (ii) the interest rights of the Seller in under the security interests in Purchase Agreement and the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretoAssignment; (iii) all other assets comprising the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors;Owner Trust Estate; and (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicer) into the foregoing, including all proceeds of Collection Account no later than the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in Business Day preceding the proceeds of any of the foregoing (collectively, the “Collateral”)first Distribution Date. (cb) It is Notwithstanding the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a saleforegoing, in the event such transfer that the Receivables and assignment other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to be other than create indebtedness or a sale, the parties intend that all filings described security interest in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, Receivables and other Collateral conveyed hereunder and all proceeds of any of the foregoing. Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be the grant of a security interest from agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.01 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the Issuer shall have all performance of the rights, powers and privileges obligations of a secured party under the UCC.Seller hereunder; (eiii) In connection with The possession by the foregoing conveyanceIssuer, or the Servicer shall maintain its computer system so thatas the Issuer’s agent, from and after the time of sale of the Receivables Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the perfecting such security interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreementunder applicable law. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution Issuing Entity’s delivery to or upon the order of this Agreement by the parties hereto, Seller on the Seller, pursuant Closing Date of the Notes and the other amounts to be distributed from time to time to the mutually agreed upon terms contained Seller in accordance with this Agreement, shall the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the IssuerIssuing Entity, without recourse (but subject to the Seller’s obligations in this Agreementherein), all of its right, title and interest in in, to and to under the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange thereforfollowing (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“CNHCR Assets”): (i) the Receivables, including all rightdocuments constituting chattel paper included therewith, title and interest all obligations of the Seller in and to the Receivables and Obligors thereunder, including all monies due thereon or paid thereunder on or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles Equipment granted by the Obligors pursuant to the Receivables and any accessions theretoother interest of the Seller in such Financed Equipment; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating with respect to the Receivables from claims on insurance policies covering Financed Equipment or Obligors (to the Obligorsextent not used to purchase Substitute Equipment); (iv) the interest of the Seller in any Dealer Recourse; (v) Purchase Agreement, including the right of the Seller to realize upon cause CNHCA to repurchase Receivables from the Seller under the circumstances described therein; (v) any property proceeds from recourse to Dealers with respect to the Receivables; (including the right to receive future Liquidation Proceedsvi) any Financed Equipment that shall have secured a Receivable and that shall have been repossessed pursuant to the terms thereof; (vi) the rights and interests acquired by or on behalf of the Seller under the Receivables Purchase AgreementTrust; (vii) all funds on deposit from time to time in the Trust Accounts, including the Spread Account Deposit, and in all investments and proceeds of the foregoingthereof (including all income thereon); and (viii) all present and future claims, demands, causes of action and choses in action in respect the proceeds of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds . The above assignment shall be evidenced by a duly executed written assignment in substantially the form of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing Exhibit D (collectively, the “CollateralAssignment”). (cb) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC[Reserved]. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution In consideration of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject ’s delivery to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to upon the order of, of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration amounts to be delivered distributed from time to time to the Seller hereunder, on behalf in accordance with the terms of the Issuerthis Agreement, the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations set forth herein): (i) and the Issuer hereby purchases, all right, title and interest of the Seller in and to the following property, whether now owned or existing or hereafter acquired or arising: (a) the Receivables and all monies due moneys received thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (iib) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the other interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligorssuch Financed Vehicles; (ivc) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including proceeds and the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant proceeds with respect to the terms thereofReceivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (vid) any proceeds received from a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and interests benefits, but none of the Seller its obligations or burdens, under the Receivables Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viih) all proceeds of the foregoingSeller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (viiii) all present proceeds and future claims, demands, causes of action and choses in action in investments with respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing items (collectively, the “Collateral”a) through (h). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration Issuer’s delivery to be delivered or upon the order of the Seller on the Closing Date of an amount equal to the Seller hereunder, on behalf book value of the IssuerReceivables sold by the Seller, as set forth on the books and records of the Seller, the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations set forth herein): (i) and the Issuer hereby purchases, all right, title and interest of the Seller in and to the 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 Receivables and all monies due moneys received thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (iib) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the other interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligorssuch Financed Vehicles; (ivc) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including proceeds and the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant proceeds with respect to the terms thereofReceivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (vid) any proceeds received from a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and interests benefits, but none of the Seller its obligations or burdens, under the Receivables Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viih) all proceeds of the foregoingSeller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (viiii) all present proceeds and future claims, demands, causes of action and choses in action in investments with respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing items (collectively, the “Collateral”a) through (h). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant Subject to the mutually agreed upon terms contained in and conditions of this Agreement, shall sell, transfer, assign and otherwise convey on the Closing Date the Seller agrees to sell to the IssuerPurchaser, without recourse (but subject and the Purchaser agrees to purchase from the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations hereinhereunder): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.012.03(c)) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any physical damage insurance policies covering Financed Vehicles and in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to in accordance with the terms thereof;; and (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement conveyance hereunder be a sale, in . In the event such transfer and assignment that the conveyance hereunder is deemed to be other than not for any reason considered a sale, the parties intend that all filings described in Seller hereby grants to the foregoing paragraph shall give the Issuer Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other Collateral property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing. This The parties intend that this Agreement shall be deemed to be the grant of constitute a security interest from agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price. In connection with the sale of the Receivables by the Seller to the IssuerPurchaser, and the Issuer shall have all Seller agrees to deliver a Transfer Notice identifying the rights, powers and privileges of a secured party under Receivables to the UCCPurchaser on the Closing Date. (eb) In connection with the foregoing conveyance, the Servicer shall maintain Seller agrees to record and file, at its computer system so thatown expense, from one or more financing statements with respect to the Receivables now existing and after hereafter created for the time sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Issuer under Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this AgreementSection, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the Seller thereof. In connection with the foregoing conveyance, the Servicer’s Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will to show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by Receivables have been transferred to the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned Purchaser pursuant to this Agreement. , (fii) Ownership to deliver to the Purchaser a computer file or printed or microfiche list containing a true and control complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the ReceivablesCutoff Date, as between which file or list shall be delivered to the Issuer Purchaser on the Closing Date and is hereby incorporated into and made a part of this Agreement and (iii) to deliver the Indenture Trustee (on behalf Receivable Files to or upon the order of the Noteholders) shall be governed by the IndenturePurchaser.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables (including all related Receivable Files) listed in the Schedule of Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 Sections 4.06 or 9.01) after the Cutoff Cut-off Date; (ii) the interest right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretorelated property; (iii) the interest right of the Seller in any proceeds of from claims on any Insurance Policies relating to physical damage, credit life, credit disability or other insurance policies covering the Receivables Financed Vehicles or the Obligors; (iv) the interest right of the Seller through NMAC to receive payments in respect of any Dealer RecourseRecourse with respect to the Receivables; (v) the rights of the Seller under the Purchase Agreement and the Assignment; (vi) the right of the Seller to realize upon any property (including the right to receive future Net Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase AgreementReceivable; (vii) the right of the Seller in rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cut-off Date; (viii) all other assets comprising the Owner Trust Estate; and (ix) all proceeds of the foregoing; and (viii) all present . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicer) into the foregoing, including all proceeds of Collection Account no later than the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in Business Day preceding the proceeds of any of the foregoing (collectively, the “Collateral”)first Distribution Date. (cb) It is Notwithstanding the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a saleforegoing, in the event such transfer that the Receivables and assignment other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to be other than create indebtedness or a sale, the parties intend that all filings described security interest in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, Receivables and other Collateral conveyed hereunder and all proceeds of any of the foregoing. Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be the grant of a security interest from agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.01 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the Issuer shall have all performance of the rights, powers and privileges obligations of a secured party under the UCC.Seller hereunder; (eiii) In connection with The possession by the foregoing conveyanceIssuer, or the Servicer shall maintain its computer system so thatas the Issuer’s agent, from and after the time of sale of the Receivables Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the perfecting such security interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreementunder applicable law. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, X. Xxxxx USA does hereby transfer, assign assign, set-over and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, Trustee on behalf of the Issuer, Trust for the Seller does hereby sell, transfer, assign and otherwise convey to benefit of the IssuerCertificateholders, without recourse (subject to on and after the Seller’s obligations herein): (i) Addition Date, all right, title and interest of the Seller Chase USA in and to the Receivables now existing and hereafter created in the Additional Accounts designated hereby, all monies due thereon or paid thereunder or in to become due with respect thereof thereto (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01all Finance Charge Receivables) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present such Receivables, Recoveries, Interchange, Insurance Proceeds relating to such Receivables and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”)foregoing. B. In connection with such transfer, Chase USA agrees to record and file, at its own expense, a financing statement with respect to the Receivables now existing and hereafter created in the Additional Accounts designated hereby (cwhich may be a single financing statement with respect to all such Receivables) for the transfer of accounts as defined in Section 9-102 of the UCC as in effect in the State of New York meeting the requirements of applicable state law in such manner and such jurisdictions as are necessary to perfect the assignment of such Receivables to the Trustee on behalf of the Trust for the benefit of the Certificateholders (the "Secured Party"), and to deliver a file-stamped copy of such financing statement or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone confirmation of such filing) to the Trustee on or prior to the date of this Assignment. C. It is the intention of the Seller parties hereto that the transfer and assignment contemplated by this Agreement shall constitute a sale all transfers of the Collateral from the Seller Receivables to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral Trust pursuant to this Agreement Assignment be subject to, and to perfect such sale under be treated in accordance with, the UCC. (d) Although Delaware Act and each of the parties hereto intend agrees that this Assignment has been entered into by the transfer and assignment contemplated by this Agreement parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be a saletransferred, in whole or in part, by Chase USA pursuant to this Assignment shall be deemed to no longer be the event property, assets or rights of Chase USA. The parties hereto acknowledge and agree that each such transfer is occurring in connection with a "securitization transaction" within the meaning of the Delaware Act. D. In connection with such transfer, Chase USA further agrees, at its own expense, on or prior to the date of this Assignment to indicate in its computer files that Receivables created in connection with the Additional Accounts designated hereby have been transferred to the Trust pursuant to this Assignment for the benefit of the Certificateholders. X. Xxxxx USA hereby grants to the Secured Party a security interest in all of Chase USA's right, title and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables now existing and hereafter created in the Additional Accounts designated hereby, all monies due or to become due with respect to such Receivables, Insurance Proceeds relating to such Receivables, Recoveries, Interchange and other Collateral conveyed hereunder and all the proceeds of to any of the foregoing. This Agreement shall be deemed foregoing to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued or to be issued pursuant to the grant of Pooling and Servicing Agreement and the interests accrued at the related Certificate Rates, and this Assignment shall constitute a security interest from agreement under applicable law. Chase USA shall execute continuation statements and provide other further assurances to maintain the Seller to the Issuer, perfection and the Issuer shall have all the rights, powers and privileges priority of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the such security interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this AgreementSecured Party. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) on or after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any back-up archives) that refer to any Receivable indicate clearly the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing Trust's issuance of, and other good and valuable consideration to be delivered the Owner Trustee's delivery to the Seller hereunderof, on behalf the Certificate and the proceeds to be realized by the Trust from the issuance of the IssuerNotes pursuant to the Indenture, the Seller does hereby sell, transfer, assign assign, and otherwise convey to the IssuerTrust, without recourse (subject to the Seller’s obligations herein): (i) all right, title title, and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or listed in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff DateSchedule A hereto; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretoReceivables; (iii) any Liquidation Proceeds and any 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; (iv) funds deposited in the Collection Account; (v) the interest of the Seller in any proceeds of any Insurance Policies from recourse to Dealers relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereofReceivables; (vi) all documents contained in the rights and interests of the Seller under the Receivables Purchase AgreementReceivable Files; (vii) all monies paid and all monies due, including Accrued Interest, as of and after the Cutoff Date, with respect to the Receivables held by the Servicer or Seller (but excluding Accrued Interest paid prior to the Closing Date); (viii) the rights of the Seller pursuant to the Purchase Agreement to require UAC to repurchase any Receivables as to which there has been a breach of the representations and warranties contained therein; (ix) the benefits of the Policy; and (x) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute does hereby further assign, convey, pledge and file grant a security interest in (i) any and all filings (other right, title and interest, including filings under any beneficial interest the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, Seller may have in the event such transfer and assignment is deemed to be other than a saleCollection Account, the parties intend that all filings described in Spread Account and the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivablesfunds deposited therein, and other Collateral conveyed hereunder and all (ii) any proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller , to the Issuer, Owner Trustee and for the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale benefit of the Receivables Noteholders to the Issuer secure amounts payable to Noteholders as provided under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest . The Seller acknowledges that all of the Issuer in such Receivable and that foregoing shall constitute the Receivable is owned and controlled by "Pledged Assets" pursuant to the Issuer. Indication terms of the Issuer’s ownership Indenture and the Seller hereby consents to the pledge of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant all of such assets to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf for the benefit of the Noteholders) shall be governed by Secured Parties pursuant to the Indenture. The Seller does not convey to the Trust any interest in any contracts with Dealers related to any "dealer reserve" or any rights to the recapture of any dealer reserve.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables (including all related Receivable Files) listed in the Schedule of Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 Sections 4.06 or 9.01) after the Cutoff Cut-off Date; (ii) the interest right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretorelated property; (iii) the interest right of the Seller in any proceeds of from claims on any Insurance Policies relating to physical damage, credit life, credit disability or other insurance policies covering the Receivables Financed Vehicles or the Obligors; (iv) the interest right of the Seller through NMAC to receive payments in respect of any Dealer RecourseRecourse with respect to the Receivables; (v) the rights of the Seller under the Purchase Agreement and the Assignment; (vi) the right of the Seller to realize upon any property (including the right to receive future Net Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase AgreementReceivable; (vii) the right of the Seller in rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cut-off Date; (viii) all other assets comprising the Owner Trust Estate; and (ix) all proceeds of the foregoing; and (viii) all present . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicer) into the foregoing, including all proceeds of Collection Account no later than the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in Business Day preceding the proceeds of any of the foregoing (collectively, the “Collateral”)first Distribution Date. (cb) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Receivables and the other Transferred Assets from the Seller to the Issuer and the beneficial interest in and title to the Collateral Receivables and the other Transferred Assets shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute authorize and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral Receivables pursuant to this Agreement and to perfect such sale under the UCC. (dc) Although To the parties hereto intend extent that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that this Agreement and all filings described under this Agreement create a valid and continuing security interest (as defined in the foregoing paragraph shall give applicable UCC) in the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds Receivables in favor of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer shall have all the rights, powers and privileges of a secured party under the UCCSeller. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (fd) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) Trustee, shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant Subject to the mutually agreed upon terms contained in and conditions of this Agreement, shall sell, transfer, assign and otherwise convey on the Closing Date the Seller agrees to sell to the IssuerPurchaser, without recourse (but subject and the Purchaser agrees to purchase from the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations hereinhereunder): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 2.03(c)) on or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any physical damage insurance policies covering Financed Vehicles and in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to in accordance with the terms thereof;; and (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement conveyance hereunder be a sale, in . In the event such transfer and assignment that the conveyance hereunder is deemed to be other than not for any reason considered a sale, the parties intend that all filings described in Seller hereby grants to the foregoing paragraph shall give the Issuer Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other Collateral property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing. This The parties intend that this Agreement shall be deemed to be the grant of constitute a security interest from agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price. In connection with the sale of the Receivables by the Seller to the IssuerPurchaser, and the Issuer shall have all Seller agrees to deliver a Transfer Notice identifying the rights, powers and privileges of a secured party under Receivables to the UCCPurchaser on the Closing Date. (eb) In connection with the foregoing conveyance, the Servicer shall maintain Seller agrees to record and file, at its computer system so thatown expense, from one or more financing statements with respect to the Receivables now existing and after hereafter created for the time sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Issuer under Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this AgreementSection, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the Seller thereof. In connection with the foregoing conveyance, the Servicer’s electronic Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files which are maintained for that the purpose of identifying retail installment sales contracts which Receivables have been transferred in connection with securitizations will show to the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned Purchaser pursuant to this Agreement. , (fii) Ownership to deliver to the Purchaser a computer file or printed or microfiche list containing a true and control complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the ReceivablesCutoff Date, as between which file or list shall be delivered to the Issuer Purchaser on the Closing Date and is hereby incorporated into and made a part of this Agreement and (iii) to deliver the Indenture Trustee (on behalf Receivable Files to or upon the order of the Noteholders) shall be governed by the IndenturePurchaser.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, in trust for the benefit of the Certificateholder, without recourse (subject to the Seller’s obligations herein): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) on or after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies physical damage insurance policies covering Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all other assets comprising the Owner Trust Estate; (viii) all proceeds of the foregoing; and (viiiix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Receivables from the Seller to the Issuer and the beneficial interest in and title to the Collateral Receivables shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral Receivables pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral property conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any back-up archives) that refer to any Receivable indicate clearly the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the NoteholdersNoteholders and Certificateholder) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Owner Trustee on behalf of the Issuer, without recourse (but subject to the Seller’s 's obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver pay to, or to the order of, the Seller the Notes and the CertificatePurchase Price. (b) In consideration of the foregoing Purchase Price and other good and valuable consideration to be delivered deliver to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the IssuerTrustee, in trust for the benefit of the Certificateholders, without recourse (subject to the Seller’s 's obligations herein): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 2.05 or 10.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 3.08 or 9.0110.02) on or after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies physical damage insurance policies covering Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the interest of the Seller under the Receivables Purchase Agreement; (vi) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests by or on behalf of the Seller under the Receivables Purchase AgreementTrustee; (vii) all proceeds of other assets comprising the foregoingTrust; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all proceeds of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Receivables from the Seller to the Issuer and the beneficial interest in and title to the Collateral Receivables shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral Receivables pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Owner Trustee on behalf of the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral property conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Owner Trustee on behalf of the Issuer, and the Owner Trustee on behalf of the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Owner Trustee on behalf of the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to any Receivable indicate clearly the interest of the Issuer in such Receivable Receivables and that the Receivable is owned by the Issuer and controlled by the Owner Trustee on behalf of the Issuer. Indication of the Issuer’s 's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivablesreceivables, as between the Issuer Issuer, the Owner Trustee and the Indenture Trustee (on behalf of the NoteholdersNoteholders and Certificateholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff DatePurchased Assets; (ii) the interest rights of the Seller in under the security interests in Purchase Agreement and the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretoAssignment; (iii) all other assets comprising the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors;Owner Trust Estate; and (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicer) into the foregoing, including all proceeds of Collection Account no later than the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in Business Day preceding the proceeds of any of the foregoing (collectively, the “Collateral”)first Distribution Date. (cb) It is Notwithstanding the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a saleforegoing, in the event such transfer that the Receivables and assignment other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to be other than create indebtedness or a sale, the parties intend that all filings described security interest in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, Receivables and other Collateral conveyed hereunder and all proceeds of any of the foregoing. Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be the grant of a security interest from agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.01 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the Issuer shall have all performance of the rights, powers and privileges obligations of a secured party under the UCC.Seller hereunder; (eiii) In connection with The possession by the foregoing conveyanceIssuer, or the Servicer shall maintain its computer system so thatas the Issuer’s agent, from and after the time of sale of the Receivables Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the perfecting such security interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreementunder applicable law. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s 's obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, in trust for the benefit of the Certificateholder, without recourse (subject to the Seller’s 's obligations herein): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) on or after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies physical damage insurance policies covering Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all other assets comprising the Owner Trust Estate (other than the Revolving Liquidity Note and Revolving Liquidity Note Agreement, which are assets of the Owner Trust Estate but are not sold by the Seller); (viii) all proceeds of the foregoing; and (viiiix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, tangible chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Collateral”"). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Receivables from the Seller to the Issuer and the beneficial interest in and title to the Collateral Receivables shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral Receivables pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral property conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to any Receivable indicate clearly the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s 's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the NoteholdersNoteholders and Certificateholder) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff DatePurchased Assets; (ii) the interest rights of the Seller in under the security interests in Purchase Agreement and the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretoAssignment; (iii) all other assets comprising the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors;Owner Trust Estate; and (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicer) into the foregoing, including all proceeds of Collection Account no later than the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in Business Day preceding the proceeds of any of the foregoing (collectively, the “Collateral”)first Distribution Date. (cb) It is Notwithstanding the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a saleforegoing, in the event such transfer that the Receivables and assignment other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to be other than create indebtedness or a sale, the parties intend that all filings described security interest in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, Receivables and other Collateral conveyed hereunder and all proceeds of any of the foregoing. Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be the grant of a security interest from agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.01 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the Issuer shall have all performance of the rights, powers and privileges obligations of a secured party under the UCC.Seller hereunder; (eiii) In connection with The possession by the foregoing conveyanceIssuer, or the Servicer shall maintain its computer system so thatas the Issuer’s agent, from and after the time of sale of the Receivables Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the perfecting such security interest of the Issuer in such Receivable under applicable law. 25 (NAROT 2018-C Sale and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Servicing Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.)

Conveyance of Receivables. (a) Upon the By execution of this Agreement by the parties heretoAgreement, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (but subject except as expressly provided herein), to the Trust for the benefit of the Certificateholders and the other Beneficiaries on the first Closing Date, in the case of the Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts, (a) all of its right, title and interest in, to and under the Receivables in each Account and all Collateral Security with respect thereto owned by the Seller at the close of business on the Cut-Off Date, in the case of the Initial Accounts, and on the applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Michigan and Recoveries) thereof and (b) all of the Seller’s obligations 's rights, remedies, powers and privileges with respect to such Receivables under the Receivables Purchase Agreement. As of each Business Day prior to the earlier of (i) the occurrence of an Early Amortization Event specified in this AgreementSection 9.01(b), (c), (d) or (e) and (ii) the Trust Termination Date, on which Receivables are created in the Accounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Trust for the benefit of the Certificateholders and the other Beneficiaries, all of its right, title and interest into and under the Receivables in each Account (other than any Receivables created in any Designated Account from and after the applicable Removal Commencement Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Receivables Trust, all created in connection with the Accounts (other than Removed Accounts) have been sold, and any proceeds related theretothe Collateral Security assigned, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, Seller in accordance with the Seller Receivables Purchase Agreement and sold to the Notes Trust pursuant to this Agreement for the benefit of the Certificateholders and the Certificate. other Beneficiaries and (b) In consideration to deliver to the Trustee (or cause CCC to do so) a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the foregoing and other good and valuable consideration to be delivered to Cut-Off Date, in the Seller hereunder, on behalf case of the IssuerInitial Accounts, and the Seller does hereby sellapplicable Additional Cut-Off Date, transferin the case of Additional Accounts, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein): (i) all rightits account number, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest aggregate amount of the Seller Receivables outstanding in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables such Account and any accessions thereto; (iii) the interest aggregate amount of the Seller Principal Receivables in any proceeds of any Insurance Policies relating such Account. Such file or list, as supplemented from time to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller time to realize upon any property (including the right to receive future Liquidation Proceeds) that reflect Additional Accounts and Removed Accounts, shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. The Trustee shall be under no obligation whatsoever to perfect such sale under verify the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any accuracy or completeness of the foregoing. This Agreement shall be deemed information contained in Schedule 1 from time to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCCtime. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the By execution of this Agreement by the parties heretoAgreement, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (but subject except as expressly provided herein), to the Trust for the benefit of the Certificateholders and the other Beneficiaries on the first Closing Date, in the case of the Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts, (a) all of its right, title and interest in, to and under the Receivables in each Account and all Collateral Security with respect thereto owned by the Seller at the close of business on the Cut-Off Date, in the case of the Initial Accounts, and on the applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-315 of the UCC as in effect in the State of Michigan and Recoveries) thereof and (b) all of the Seller’s obligations 's rights, remedies, powers and privileges with respect to such Receivables under the Receivables Purchase Agreement. As of each Business Day prior to the earlier of (i) the occurrence of an Early Amortization Event specified in this AgreementSection 9.01(b), (c), (d) or (e) and (ii) the Trust Termination Date, on which Receivables are created in the Accounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Trust for the benefit of the Certificateholders and the other Beneficiaries, all of its right, title and interest into and under the Receivables in each Account (other than any Receivables created in any Designated Account from and after the applicable Removal Commencement Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Receivables Trust, all created in connection with the Accounts (other than Removed Accounts) have been sold, and any proceeds related theretothe Collateral Security assigned, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, Seller in accordance with the Seller Receivables Purchase Agreement and sold to the Notes Trust pursuant to this Agreement for the benefit of the Certificateholders and the Certificate. other Beneficiaries and (b) In consideration to deliver to the Trustee (or cause DCS to do so) a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the foregoing and other good and valuable consideration to be delivered to Cut-Off Date, in the Seller hereunder, on behalf case of the IssuerInitial Accounts, and the Seller does hereby sellapplicable Additional Cut-Off Date, transferin the case of Additional Accounts, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein): (i) all rightits account number, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest aggregate amount of the Seller Receivables outstanding in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables such Account and any accessions thereto; (iii) the interest aggregate amount of the Seller Principal Receivables in any proceeds of any Insurance Policies relating such Account. Such file or list, as supplemented from time to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller time to realize upon any property (including the right to receive future Liquidation Proceeds) that reflect Additional Accounts and Removed Accounts, shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. The Trustee shall be under no obligation whatsoever to perfect such sale under verify the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any accuracy or completeness of the foregoing. This Agreement shall be deemed information contained in Schedule 1 from time to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCCtime. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing Owner Trustee's delivery to the Transferor of the Certificates and other good and valuable consideration the proceeds to be delivered realized by the Trust from the issuance of the Notes pursuant to the Seller hereunder, on behalf of the IssuerIndenture, the Seller Transferor does hereby sell, transfer, assign assign, and otherwise convey to the IssuerTrust, in trust without recourse (subject to the Seller’s obligations herein): (i) all right, title title, and interest of the Seller Transferor in and to the Receivables and all monies due thereon or paid thereunder or listed in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff DateSchedule A hereto; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretoReceivables; (iii) the interest of the Seller in any proceeds of any from claims and other amounts relating to Insurance Policies relating to and other items financed under the Receivables or the Obligorsotherwise covering an Obligor or a Financed Vehicle; (iv) the interest of the Seller in any Dealer Recourse;Liquidation Proceeds; TRUST AND SERVICING AGREEMENT (v) the right of the Seller to realize upon any all property (including the right to receive future Liquidation Proceeds) that shall have secured secures a Receivable and have that has been repossessed or may be acquired pursuant to the terms thereofliquidation of the Receivable; (vi) funds deposited in the rights Collection Account and interests of the Seller under the Receivables Purchase AgreementSpread Account; (vii) the interest of the Transferor in any proceeds from recourse to Dealers relating to the Receivables; (viii) all documents contained in the Receivable Files; (ix) all monies paid and all monies due, including Accrued Interest, as of and after the Cutoff Date, with respect to the Receivables held by the Servicer or Transferor (but excluding Accrued Interest paid on or prior to the Closing Date); (x) the rights of the Transferor pursuant to this Trust and Servicing Agreement and to the Purchase Agreement, including, without limitation, a direct right to require BVAC to repurchase any Receivables as to which there has been a breach of the representations and warranties contained therein; (xi) the benefits of the Policy; and (xii) all proceeds of the foregoing; and . The Transferor does hereby further assign, convey, pledge and grant a security interest in (viiii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind other right, title and nature whatsoever in respect of any or all of the foregoinginterest, including all proceeds of any beneficial interest the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included Transferor may have in the proceeds of any of the foregoing (collectivelyCollection Account, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer Spread Account and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivablesfunds deposited therein, and other Collateral conveyed hereunder and all (ii) any proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller , to the Issuer, Owner Trustee and for the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale benefit of the Receivables Noteholders to the Issuer secure amounts payable to Noteholders as provided under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest . The Transferor acknowledges that all of the Issuer in such Receivable and that foregoing shall constitute the Receivable is owned and controlled by "Pledged Assets" pursuant to the Issuer. Indication terms of the Issuer’s ownership Indenture and the Transferor hereby consents to the pledge of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant all of such assets to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf for the benefit of the Noteholders) shall be governed by Secured Parties pursuant to the Indenture. The Transferor does not convey to the Owner Trustee any interest in any contracts with Dealers related to any "dealer reserve" or any rights to the recapture of any dealer reserve.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables (including all related Receivable Files) listed in the Schedule of Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 Sections 4.06 or 9.01) after the Cutoff Cut-off Date; (ii) the interest right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretorelated property; (iii) the interest right of the Seller in any proceeds of from claims on any Insurance Policies relating to physical damage, credit life, credit disability or other insurance policies covering the Receivables Financed Vehicles or the Obligors;; 23 (Nissan 2013-B Sale and Servicing Agreement) (iv) the interest right of the Seller through NMAC to receive payments in respect of any Dealer RecourseRecourse with respect to the Receivables; (v) the rights of the Seller under the Purchase Agreement and the Assignment; (vi) the right of the Seller to realize upon any property (including the right to receive future Net Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase AgreementReceivable; (vii) the right of the Seller in rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cut-off Date; (viii) all other assets comprising the Owner Trust Estate; and (ix) all proceeds of the foregoing; and (viii) all present . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicer) into the foregoing, including all proceeds of Collection Account no later than the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in Business Day preceding the proceeds of any of the foregoing (collectively, the “Collateral”)first Distribution Date. (cb) It is Notwithstanding the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a saleforegoing, in the event such transfer that the Receivables and assignment other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to be other than create indebtedness or a sale, the parties intend that all filings described security interest in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, Receivables and other Collateral conveyed hereunder and all proceeds of any of the foregoing. Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be the grant of a security interest from agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.01 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the Issuer shall have all performance of the rights, powers and privileges obligations of a secured party under the UCC.Seller hereunder; (eiii) In connection with The possession by the foregoing conveyanceIssuer, or the Servicer shall maintain its computer system so thatas the Issuer’s agent, from and after the time of sale of the Receivables Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the perfecting such security interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreementunder applicable law. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing promises and the agreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s 's obligations hereinin this Agreement): (i) all right, title and interest of the Seller in and to the Receivables (including all related Receivable Files) listed in Schedule A hereto and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 4.06 or 9.01) after the Cutoff Date; (ii) the interest right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretorelated property; (iii) the interest right of the Seller in any proceeds of from claims on any Insurance Policies relating to physical damage, credit life, credit disability or other insurance policies covering the Receivables Financed Vehicles or the Obligors; (iv) the interest right of the Seller through NMAC to receive payments in respect of any Dealer RecourseRecourse with respect to the Receivables; (v) the rights of the Seller under the Purchase Agreement and the Assignment; (vi) the right of the Seller to realize upon any property (including the right to receive future Net Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase AgreementReceivable; (vii) the right of the Seller in rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date; (viii) all other assets comprising the Owner Trust Estate; and (ix) all proceeds of the foregoing; and (viii) . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer all present and future claimsproperty conveyed pursuant to this Section 2.01(a), demands, causes of action and choses in action except for monies received in respect of any the Receivables after the Cutoff Date and before the Closing Date which shall be deposited by NMAC (in its individual capacity or all of as the foregoing Servicer) into the Collection Account no later than the first Record Date after the Closing Date. Concurrently therewith and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectivelyexchange therefor, the “Collateral”)Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificates. (cb) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Receivables from the Seller to the Issuer and the beneficial interest in and title to the Collateral Receivables shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral Receivables pursuant to this Agreement and to perfect such sale under the UCC. (dc) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event if such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral property conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (ed) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records that refer to any Receivable indicate clearly the interest of the Issuer in such Receivable Receivables and that the such Receivable is owned by the Issuer and controlled by the Issuer. Indication of the Issuer’s 's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (fe) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the NoteholdersNoteholders and the Certificateholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution In consideration of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject ’s delivery to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to upon the order of, of the Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration amounts to be delivered distributed from time to time to the Seller hereunder, on behalf in accordance with the terms of the Issuerthis Agreement, the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations set forth herein): (i) and the Issuer hereby purchases, all right, title and interest of the Seller in and to the following property, whether now owned or existing or hereafter acquired or arising: (a) the Receivables and all monies due moneys received thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (iib) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the other interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligorssuch Financed Vehicles; (ivc) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including proceeds and the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant proceeds with respect to the terms thereofReceivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (vid) any proceeds received from a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and interests benefits, but none of the Seller its obligations or burdens, under the Receivables Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of Exeter under the Purchase Agreement; (viih) all proceeds of the foregoingSeller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (g); and (viiii) all present proceeds and future claims, demands, causes of action and choses in action in investments with respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing items (collectively, the “Collateral”a) through (h). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables (including all related Receivable Files) listed in the Schedule of Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 Sections 4.06 or 9.01) after the Cutoff Cut-off Date; (ii) the interest right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretorelated property; (iii) the interest right of the Seller in any proceeds of from claims on any Insurance Policies relating to physical damage, credit life, credit disability or other insurance policies covering the Receivables Financed Vehicles or the Obligors; (iv) the interest right of the Seller through NMAC to receive payments in respect of any Dealer RecourseRecourse with respect to the Receivables; (v) the rights of the Seller under the Purchase Agreement and the Assignment; (vi) the right of the Seller to realize upon any property (including the right to receive future Net Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase AgreementReceivable; (vii) the right of the Seller in rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cut-off Date; (viii) all other assets comprising the Owner Trust Estate; and (ix) all proceeds of the foregoing; and (viii) all present . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing Servicer) into the Collection Account no later than the Business Day preceding the first Distribution Date. 24 (Nissan 2015-A Sale and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicing Agreement) (b) Notwithstanding the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer that the Receivables and assignment other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to be other than create indebtedness or a sale, the parties intend that all filings described security interest in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, Receivables and other Collateral conveyed hereunder and all proceeds of any of the foregoing. Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be the grant of a security interest from agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.01 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the Issuer shall have all performance of the rights, powers and privileges obligations of a secured party under the UCC.Seller hereunder; (eiii) In connection with The possession by the foregoing conveyanceIssuer, or the Servicer shall maintain its computer system so thatas the Issuer’s agent, from and after the time of sale of the Receivables Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the perfecting such security interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreementunder applicable law. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff DatePurchased Assets; (ii) the interest rights of the Seller in under the security interests in Purchase Agreement and the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretoAssignment; (iii) all other assets comprising the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors;Owner Trust Estate; and (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and . 24 (viiiNissan 2016-A Sale and Servicing Agreement) all present On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicer) into the foregoing, including all proceeds of Collection Account no later than the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in Business Day preceding the proceeds of any of the foregoing (collectively, the “Collateral”)first Distribution Date. (cb) It is Notwithstanding the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a saleforegoing, in the event such transfer that the Receivables and assignment other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to be other than create indebtedness or a sale, the parties intend that all filings described security interest in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, Receivables and other Collateral conveyed hereunder and all proceeds of any of the foregoing. Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be the grant of a security interest from agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.01 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the Issuer shall have all performance of the rights, powers and privileges obligations of a secured party under the UCC.Seller hereunder; (eiii) In connection with The possession by the foregoing conveyanceIssuer, or the Servicer shall maintain its computer system so thatas the Issuer’s agent, from and after the time of sale of the Receivables Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the perfecting such security interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreementunder applicable law. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall HRAC II does hereby sell, transfer, assign assign, set over and otherwise convey to the IssuerMRI, without recourse (but subject to the Seller’s obligations in this Agreement)recourse, all of its right, title and interest in in, to and to under the Receivables of the Additional Accounts existing on the Additional Cut-Off Date and any proceeds related thereafter created from time to time until the termination of the Receivables Purchase Agreement pursuant to Article VIII thereof, all Interchange and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including any Dealer Recourse and such other items “proceeds” as shall be specified defined in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to UCC) thereof (the order of, the Seller the Notes and the Certificate“Additional Purchased Assets”). (b) In consideration connection with such sale and if necessary, HRAC II agrees to record and file, at its own expense, one or more financing statements (and amendments with respect to such financing statements when applicable) with respect to the Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale of the foregoing and other good and valuable consideration Additional Purchased Assets to be delivered to the Seller hereunderMRI, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon deliver a file-stamped copy of such financing statements or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash amendments or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights evidence of such filing to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”)MRI. (c) In connection with such sale, HRAC II further agrees, at its own expense, on or prior to the date of this Supplemental Conveyance, to indicate in the appropriate computer files and microfiche lists that all Receivables created in connection with the Additional Accounts and the related Additional Purchased Assets have been sold to MRI pursuant to this Supplemental Conveyance. (d) The parties hereto intend that the conveyance of the Additional Purchased Assets described in Section 3(a) constitute an absolute sale consistent with the intent expressed in Section 2.01(d) of the Receivables Purchase Agreement. It is the intention of the Seller parties hereto that the transfer and assignment contemplated by this Agreement arrangements with respect to the Additional Purchased Assets shall constitute a purchase and sale of such Additional Purchased Assets and not a loan, including for accounting purposes. In the Collateral from event, however, that notwithstanding such intent it were determined that the Seller to transactions evidenced hereby constitute a loan and not a purchase and sale, it is the Issuer and the beneficial interest in and title to the Collateral shall not be part intention of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer this Supplemental Conveyance shall constitute a security agreement under applicable law, and assignment contemplated by this Agreement that HRAC II shall be a sale, in the event such transfer and assignment is deemed to be other than a salehave granted, the parties intend that all filings described in the foregoing paragraph shall give the Issuer and HRAC II does hereby grant, to MRI a first priority perfected security interest in all of HRAC II’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, and other Collateral conveyed Additional Purchased Assets to secure the obligations of HRAC II hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Purchase Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s 's obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, in trust for the benefit of the Certificateholder, without recourse (subject to the Seller’s 's obligations herein): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) on or after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies physical damage insurance policies covering Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all other assets comprising the Owner Trust Estate (other than the Revolving Liquidity Note and Revolving Liquidity Note Agreement, which are assets of the Owner Trust Estate but are not sold by the Seller); (viii) all proceeds of the foregoing; and (viiiix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Collateral”"). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Receivables from the Seller to the Issuer and the beneficial interest in and title to the Collateral Receivables shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral Receivables pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral property conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to any Receivable indicate clearly the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s 's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the NoteholdersNoteholders and Certificateholder) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff DatePurchased Assets; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement and the Assignment; 24 (NAROT 2023-B Sale and Servicing Agreement;) (viiiii) all other assets comprising the Owner Trust Estate; and (iv) all proceeds of the foregoing; and (viii) all present . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicer) into the foregoing, including all proceeds of Collection Account no later than the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in Business Day preceding the proceeds of any of the foregoing (collectively, the “Collateral”)first Distribution Date. (cb) It is Notwithstanding the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a saleforegoing, in the event such transfer that the Receivables and assignment other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to be other than create indebtedness or a sale, the parties intend that all filings described security interest in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, Receivables and other Collateral conveyed hereunder and all proceeds of any of the foregoing. Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be the grant of a security interest from agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.01 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the Issuer shall have all performance of the rights, powers and privileges obligations of a secured party under the UCC.Seller hereunder; (eiii) In connection with The possession by the foregoing conveyanceIssuer, or the Servicer shall maintain its computer system so thatas the Issuer’s agent, from and after the time of sale of the Receivables Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the perfecting such security interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreementunder applicable law. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff DatePurchased Assets; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement and the Assignment; 24 (Nissan 2017-B Sale and Servicing Agreement;) (viiiii) all other assets comprising the Owner Trust Estate; and (iv) all proceeds of the foregoing; and (viii) all present . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicer) into the foregoing, including all proceeds of Collection Account no later than the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in Business Day preceding the proceeds of any of the foregoing (collectively, the “Collateral”)first Distribution Date. (cb) It is Notwithstanding the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a saleforegoing, in the event such transfer that the Receivables and assignment other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to be other than create indebtedness or a sale, the parties intend that all filings described security interest in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, Receivables and other Collateral conveyed hereunder and all proceeds of any of the foregoing. Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be the grant of a security interest from agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.01 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the Issuer shall have all performance of the rights, powers and privileges obligations of a secured party under the UCC.Seller hereunder; (eiii) In connection with The possession by the foregoing conveyanceIssuer, or the Servicer shall maintain its computer system so thatas the Issuer’s agent, from and after the time of sale of the Receivables Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the perfecting such security interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreementunder applicable law. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution sale on the Closing Date of this Agreement by $979,999,737 in Contract Balance of Receivables as of the parties heretoCut-off Date, the Seller, pursuant Depositor shall deliver to or upon the mutually agreed upon terms contained order of the Seller cash in this Agreement, shall an amount of $962,716,526.28. The Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the IssuerDepositor, without recourse (but subject to the Seller’s obligations in this Agreementherein), all of its right, title and interest in and to the Receivables and any proceeds related theretofollowing, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, whether now owned or to the order of, the Seller the Notes and the Certificate.hereafter acquired: (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein): (ia) all right, title and interest of the Seller in and to the Receivables Receivables, and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 accrued interest) due thereunder on or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Cut-off Date; (iib) the interest interests of the Seller in the security interests in the Financed Vehicles Transaction Equipment granted by the Obligors pursuant to the Receivables and any accessions theretoother interest of the Seller in such Transaction Equipment, including any Liquidation Proceeds; (iiic) the interest and rights of the Seller in any proceeds with respect to the Receivables from claims on any physical damage, credit life, liability or disability insurance policies covering Financed Equipment or Obligors, as the case may be; (d) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables repossessed or the Obligorsreturned Transaction Equipment; (ive) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoingfrom recourse to, or other payments by, Dealers on Receivables; and (viiif) all present and future claims, demands, causes of action and choses in action in respect the proceeds of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds . It is the express intent of the conversion thereof, 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 parties hereto that the conveyance of any the Receivables and every kind and other forms of obligations and receivables, instruments and the other property which at any time constitute all or part of or are included described above by the Seller to the Depositor as provided in the proceeds of any this Agreement be, and be construed as, a sale of the foregoing (collectivelyReceivables by the Seller to the Depositor. It is, the “Collateral”). (c) It is further, not the intention of the Seller parties that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall conveyance be deemed to be the grant of a security interest from in the Receivables or the other property described above by the Seller to the IssuerDepositor to secure a debt or other obligation of the Seller. However, in the event, notwithstanding the intent of the parties, the Receivables or the other property described above are held to be property of the Seller, or if for any reason this Agreement is held or deemed to create a security interest in the Receivables or the other property described above then, (a) this Agreement shall be a security agreement within the meaning of Article 9 of the New York UCC; and (b) the Seller hereby grants to the Depositor a security interest in all of the Seller's right, title, and interest, whether now owned or hereafter acquired, in and to the Issuer property described in clauses (a) through (f) above, as security for the obligations of the Seller hereunder. In connection herewith, the Depositor (or its assignee) shall have all of the rights, powers rights and privileges remedies of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time . Any assignment of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned Depositor pursuant to this Section 2.01 shall also be an assignment of the security interest created hereby. The Seller and the Depositor shall, to the extent consistent with this Agreement. (f) Ownership and control of , take such actions as may be necessary to ensure that, if this Agreement creates a security interest in the Receivables, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as between such throughout the Issuer and the Indenture Trustee (on behalf term of the Noteholders) shall be governed by the IndentureAgreement.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff DatePurchased Assets; (ii) the interest rights of the Seller in under the security interests in Purchase Agreement and the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretoAssignment; (iii) all other assets comprising the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors;Owner Trust Estate; and (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and . 24 (viiiNAROT 2019-A Sale and Servicing Agreement) all present On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicer) into the foregoing, including all proceeds of Collection Account no later than the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in Business Day preceding the proceeds of any of the foregoing (collectively, the “Collateral”)first Distribution Date. (cb) It is Notwithstanding the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a saleforegoing, in the event such transfer that the Receivables and assignment other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to be other than create indebtedness or a sale, the parties intend that all filings described security interest in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, Receivables and other Collateral conveyed hereunder and all proceeds of any of the foregoing. Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be the grant of a security interest from agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.01 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the Issuer shall have all performance of the rights, powers and privileges obligations of a secured party under the UCC.Seller hereunder; (eiii) In connection with The possession by the foregoing conveyanceIssuer, or the Servicer shall maintain its computer system so thatas the Issuer’s agent, from and after the time of sale of the Receivables Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the perfecting such security interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreementunder applicable law. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff DatePurchased Assets; (ii) the interest rights of the Seller in under the security interests in Purchase Agreement and the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretoAssignment; (iii) all other assets comprising the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors;Owner Trust Estate; and (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicer) into the foregoing, including all proceeds of Collection Account no later than the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in Business Day preceding the proceeds of any of the foregoing (collectively, the “Collateral”)first Distribution Date. (cb) It is Notwithstanding the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a saleforegoing, in the event such transfer that the Receivables and assignment other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to be other than create indebtedness or a sale, the parties intend that all filings described security interest in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, Receivables and other Collateral conveyed hereunder and all proceeds of any of the foregoing. Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be the grant of a security interest from agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.01 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the Issuer shall have all performance of the rights, powers and privileges obligations of a secured party under the UCC.Seller hereunder; (eiii) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled The possession by the Issuer. Indication of , or the Servicer as the Issuer’s ownership agent, of a the Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deleted from deemed to be “possession by the secured party” or modified on possession by the Servicer’s computer systems whenpurchaser or a person designated by such purchaser, and only when, for purposes of perfecting the Receivable has been paid in full, repurchased or assigned security interest pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer New York UCC and the Indenture Trustee (on behalf UCC of the Noteholders) shall be governed by the Indenture.any other applicable jurisdiction; and

Conveyance of Receivables. (a) Upon the By execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall each Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (but subject except as expressly provided herein), to the Seller’s obligations Buyer on the first Closing Date, in this Agreement)the case of Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts, all of its right, title and interest in, to and under the Receivables in each Account and all Collateral Security with respect thereto owned by such Seller at the close of business on the Cut-Off Date, in the case of the Initial Accounts, and on the applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Missouri and the State of Georgia, as applicable, and Recoveries) thereof and all of such Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. Subject to Article VI, as of each Business Day prior to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be earlier of (x) the occurrence of an Early Amortization Event specified in this Agreement. Concurrently therewith and in exchange thereforSection 9.1(b), the Issuer shall deliver to(c), (d), or to the order of, the Seller the Notes and the Certificate. (be) In consideration of the foregoing Pooling and other good Servicing Agreement and valuable consideration to be delivered to (y) the Seller hereunderTrust Termination Date, on behalf of which Receivables are created in the IssuerAccounts (a "Transfer Date"), the each Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (subject except as expressly provided herein), to the Seller’s obligations herein): (i) Buyer, all of its right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the ReceivablesReceivables in each Account (other than any Receivables created in any Removed Account from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by such Seller at the close of business on such Transfer Date and not theretofore conveyed to the Buyer, all monies due or to become due and other Collateral conveyed hereunder all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Missouri and the State of Georgia, as applicable, and Recoveries) thereof and all of such Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. The foregoing sale, transfer, assignment, set-over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Buyer of any obligation of the Servicer, either Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreements, the Floorplan Agreements and any Participation Agreement and any other obligation to any Dealer or Manufacturer. To the extent, if any, that a Receivable and its Collateral Security was subject to a participation arrangement under which DFS and Deutsche BSC owned undivided interests in such Receivable and Collateral Security immediately prior to its conveyance hereunder, DFS and Deutsche BSC are hereby selling, transferring, assigning, setting over and conveying to the Buyer all of their right, title and interest in their respective undivided interests in such Receivable and Collateral Security, such that the Buyer owns the entire Receivable and its Collateral Security free of any such participation arrangement. On the Closing Date, pursuant to the terms of this Section 2.1, (i) DFS shall contribute as capital to the Buyer Receivables in the amount of $2,245,412,372.69, together with the related Collateral Security and Floorplan Rights (defined below) and (ii) Deutsche BSC shall sell to the Buyer Receivables in the amount of $2,632,722.01, together with the related Collateral Security and Floorplan Rights. Subject to Article VI, the purchase price for the Receivables sold by (a) Deutsche BSC to the Buyer on the Closing Date and (b) by each of the Sellers to the Buyer on each Addition Date and on each Transfer Date thereafter shall be a price agreed to by the Buyer and each Seller at the time of acquisition by the Buyer, which price shall not, in the opinion of the Buyer, be materially less favorable to the Buyer than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors, including, without limitation, prevailing interest rates; provided that such consideration shall in any event not be less than reasonably equivalent value therefor. At its option from time to time, DFS may convey as a capital contribution to the Buyer (or convey as a capital contribution to the general partner of the Buyer which may then convey as a capital contribution to the Buyer) Receivables together with the related Collateral Security and Floorplan Rights (or interests in any of the foregoing). This In connection with such contributions and sales, each Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) naming the applicable Seller as "seller" and the Buyer as "Purchaser" thereon with respect to the Receivables now existing and hereafter created for the sale of chattel paper, accounts or general intangibles (as defined in Section 9-105 of the UCC as in effect in any state where such Seller's or the Servicer's chief executive offices or books and records relating to the Receivables are located) 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, the Collateral Security and all of such Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements (the "Floorplan Rights") to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or prior to the first Closing Date, in the case of Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. In addition, each Seller shall cause to be timely filed in the appropriate filing office any UCC-1 financing statement and continuation statement necessary to perfect any sale of Receivables to the Seller. The Buyer shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such contribution and sales. The parties hereto intend that the transfers of Receivables and other items effected by this Agreement be sales (or, in the case of contributions, true contributions). In connection with such contribution and sales, each Seller further agrees, at its own expense, on or prior to the first Closing Date, in the case of Initial Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (a) to indicate in its books and records, which may include computer files, that the Receivables created in connection with the Accounts (other than Removed Accounts) have been sold, and the Collateral Security and the Floorplan Rights assigned, to the Buyer pursuant to this Agreement and sold to the Trust pursuant to the Pooling and Servicing Agreement for the benefit of the Certificateholders and the other Beneficiaries and (b) to deliver to the Buyer a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Cut-Off Date, in the case of Initial Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, (i) its account number and (ii) the aggregate amount of Principal Receivables in such Account. Such file or list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. In the event that such contributions, sales and assignments are deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that each Seller shall be deemed to be have granted to the grant of Buyer a first priority perfected security interest from the Seller in all of such Seller's right, title and interest to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer Collateral Security and all proceeds thereof and the Indenture Trustee (on behalf of the Noteholders) Floorplan Agreements, and that this Agreement shall be governed by the Indentureconstitute a security agreement under applicable law.

Conveyance of Receivables. (a) Upon In consideration of the execution Issuing Entity’s delivery to or upon the order of this Agreement by the parties hereto, Seller on the Seller, pursuant Closing Date of the Notes and the other amounts to be distributed from time to time to the mutually agreed upon terms contained Seller in accordance with this Agreement, shall the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the IssuerIssuing Entity, without recourse (but subject to the Seller’s obligations in this Agreementherein), all of its right, title and interest in in, to and to under the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange thereforfollowing (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“CNHCR Assets”): (i) the Receivables, including all rightdocuments constituting chattel paper included therewith, title and interest all obligations of the Seller in and to the Receivables and Obligors thereunder, including all monies due thereon or paid thereunder on or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles Equipment granted by the Obligors pursuant to the Receivables and any accessions theretoother interest of the Seller in such Financed Equipment; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating with respect to the Receivables from claims on insurance policies covering Financed Equipment or Obligors (to the Obligorsextent not used to purchase Substitute Equipment); (iv) the interest of Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts included in the Seller in any Dealer Recourse; (vReceivables) and the Purchase Agreement, including the right of the Seller to realize upon cause CNHCA to repurchase Receivables from the Seller under the circumstances described therein; (v) any property proceeds from recourse to Dealers with respect to the Receivables; (including the right to receive future Liquidation Proceedsvi) any Financed Equipment that shall have secured a Receivable and that shall have been repossessed pursuant to the terms thereof; (vi) the rights and interests acquired by or on behalf of the Seller under the Receivables Purchase AgreementTrust; (vii) all funds on deposit from time to time in the Trust Accounts, including the Spread Account Deposit, and in all investments and proceeds of the foregoingthereof (including all income thereon); and (viii) all present and future claims, demands, causes of action and choses in action in respect the proceeds of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds . The above assignment shall be evidenced by a duly executed written assignment in substantially the form of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing Exhibit D (collectively, the “CollateralAssignment”). (cb) It is the intention The Seller hereby Grants to Deutsche Bank Trust Company Americas, as Indenture Trustee on behalf of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer Noteholders and the beneficial interest in and title to the Collateral shall not be part Backup Servicer, all of the Seller’s estate right, title and interest in and to all funds on deposit from time to time in the event of Backup Servicer Account, including the filing of a bankruptcy petition by or against the Seller under any bankruptcy lawBackup Servicer Account Deposit, and in all investments and proceeds thereof (including all income thereon). The Seller agrees foregoing Grant is made to execute and file all filings (including filings under secure the UCC) necessary in any jurisdiction Seller’s obligation to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, make funds available in the event such transfer and assignment is deemed Backup Servicer Account available to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (to pay Backup Servicer Expenses. Deutsche Bank Trust Company Americas, as Indenture Trustee on behalf of the NoteholdersNoteholders and the Backup Servicer, (1) shall be governed by the Indentureacknowledges such Grant and (2) agrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables (including all related Receivable Files) listed in the Schedule of Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 Sections 4.06 or 9.01) after the Cutoff Cut-off Date; (ii) the interest right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretorelated property; (iii) the interest right of the Seller in any proceeds of from claims on any Insurance Policies relating to physical damage, credit life, credit disability or other insurance policies covering the Receivables Financed Vehicles or the Obligors; (iv) the interest right of the Seller through NMAC to receive payments in respect of any Dealer RecourseRecourse with respect to the Receivables; (v) the rights of the Seller under the Purchase Agreement and the Assignment; (vi) the right of the Seller to realize upon any property (including the right to receive future Net Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase AgreementReceivable; (vii) the right of the Seller in rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cut-off Date; (viii) all other assets comprising the Owner Trust Estate; and (ix) all proceeds of the foregoing; and (viii) all present . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicer) into the foregoing, including all proceeds of Collection Account no later than the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in Business Day preceding the proceeds of any of the foregoing (collectively, the “Collateral”)first Distribution Date. (cb) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Receivables and the other Transferred Assets from the Seller to the Issuer and the beneficial interest in and title to the Collateral Receivables and the other Transferred Assets shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute authorize and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral Receivables pursuant to this Agreement and to perfect such sale under the UCC. (dc) Although To the parties hereto intend extent that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that this Agreement and all filings described under this Agreement create a valid and continuing security interest (as defined in the foregoing paragraph shall give applicable UCC) in the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds Receivables in favor of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer shall have all the rights, powers and privileges of a secured party under the UCCSeller. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (fd) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) Trustee, shall be governed by the Indenture.. 24 (Nissan 2012-B Sale and Servicing Agreement)

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s 's obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, in trust for the benefit of the Certificateholder, without recourse (subject to the Seller’s 's obligations herein): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) on or after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies physical damage insurance policies covering Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds other assets comprising the Owner Trust Estate (other than the Revolving Liquidity Note and Revolving Liquidity Note Agreement, which are assets of the foregoingOwner Trust Estate but are not sold by the Seller); and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all proceeds of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Receivables from the Seller to the Issuer and the beneficial interest in and title to the Collateral Receivables shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral Receivables pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral property conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to any Receivable indicate clearly the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s 's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the NoteholdersNoteholders and Certificateholder) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon Subject to the execution of this Agreement by terms and conditions and in reliance upon the parties heretorepresentations and warranties herein set forth, the Seller, pursuant Purchaser hereby agrees to the mutually agreed pay to or upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, of the Seller the Notes purchase price heretofore agreed to by the Seller and the Certificate. (b) In consideration of Purchaser, in the foregoing manner and other good at the time heretofore agreed to, and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the IssuerPurchaser, with all servicing rights released to Purchaser and without recourse (subject to the Seller’s obligations herein): (i) all right, title title, and interest of the Seller in and to to: (a) the Receivables and all monies due received thereon on or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (iib) the interest of the Seller in the security interests in the Financed Vehicles and any accessions thereto granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the other interest of the Seller in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds of any Insurance Policies relating with respect to the Receivables from any source, including, without limitation, claims on any physical damage, credit life or the disability insurance policies covering Financed Vehicles or Obligors, including, without limitation, any vendor's single interest or other collateral protection insurance policy; (ivd) the interest all rights of the Seller in any against Dealers and Magna with respect to the Receivables under the Dealer RecourseAgreements and Dealer assignments; (ve) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and that shall have been repossessed pursuant to acquired by or on behalf of the terms thereofSeller; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (viif) all proceeds of documents and other items contained in the foregoingReceivable Files; and (viiig) the proceeds of any and all of the foregoing. 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 a mere security interest to secure a borrowing, the 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 Section 6.04 hereof, the Purchaser may sell, transfer and reassign to a Subsequent Transferee (i) all present or any portion of the assets assigned to the Purchaser hereunder, (ii) all or any portion of the Purchaser's rights against the Seller under this Agreement and future (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, demands, causes of action and choses in action in respect remedies, whether legal or equitable (including, without limitation, any right of setoff), against the Purchaser or any or all assignee of the foregoing and all payments on or under of every kind and nature whatsoever Purchaser relating to such action by the Purchaser in respect of any or all of connection with the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment transactions contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the By execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall ------------------------- the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (but subject except as expressly provided herein), to the Seller’s obligations Buyer on the first Closing Date, in this Agreement)the case of Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts, all of its right, title and interest in, to and under the Receivables in each Account and all Collateral Security with respect thereto owned by the Seller at the close of business on the Cut-off Date, in the case of the Initial Accounts, and on the applicable Additional Cut-off Date, in the case of Additional Accounts, and all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Minnesota and including Recoveries) thereof and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. Subject to Article VI, as of each Business Day prior to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items earlier of (x) the occurrence of an Insolvency Event as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (bSection 9.2(a) In consideration of the foregoing Pooling and other good Servicing Agreement and valuable consideration to be delivered to (y) the Seller hereunderTrust Termination Date, on behalf of which Receivables are created in the IssuerAccounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (subject except as expressly provided herein), to the Seller’s obligations herein): (i) Buyer, all of its right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the ReceivablesReceivables in each Account (other than any Receivables created in any Removed Account from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Buyer, all monies due or to become due and other Collateral conveyed hereunder all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Minnesota and including Recoveries) thereof and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. The foregoing sale, transfer, assignment, set-over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Buyer of any obligation of the foregoingServicer, the Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreements or the Floorplan Agreements and any other obligation to any Dealer or Manufacturer. This On the Closing Date, pursuant to the terms of this Section 2.1, (i) the Seller shall sell to the Buyer Receivables in the amount of $509,744,878.07, together with the related Collateral Security and Floorplan Rights (defined below). Subject to Article VI, the purchase price for the Receivables sold by (a) the Seller to the Buyer on the Closing Date and (b) the Seller to the Buyer on each Addition Date and on each Transfer Date thereafter shall be a price agreed to by the Buyer and the Seller at the time of acquisition by the Buyer, which price shall not, in the opinion of the Buyer, be materially less favorable to the Buyer than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors, including, without limitation, prevailing interest rates; provided that such consideration shall in any event not be less than -------- ---- reasonably equivalent value therefor. In connection with such contribution and sales, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) naming the Seller as "seller" and the Buyer as "purchaser" thereon with respect to the Receivables now existing and hereafter created for the sale of chattel paper, accounts or general intangibles (as defined in Section 9-105 or 9-106 of the UCC as in effect in any state where the Seller's or the Servicer's chief executive offices or books and records relating to the Receivables are located) 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, the Collateral Security and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements (the "Floorplan Rights") to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or prior to the first Closing Date, in the case of Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. In addition, the Seller shall cause to be timely filed in the appropriate filing office any UCC-1 financing statement and continuation statement necessary to perfect any sale of Receivables to the Buyer. The Buyer shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such contribution and sales. The parties hereto intend that the transfers of Receivables effected by this Agreement be sales. In connection with such contribution and sales, the Seller further agrees, at its own expense, on or prior to the first Closing Date, in the case of Initial Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (a) to indicate in its books and records, which may include computer files, that the Receivables created in connection with the Accounts (other than Removed Accounts) have been sold, and the Collateral Security and the Floorplan Rights assigned, to the Buyer pursuant to this Agreement and sold to the Trust pursuant to the Pooling and Servicing Agreement for the benefit of the Certificateholders and the other Beneficiaries and (b) to deliver to the Buyer a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Cut-off Date, in the case of Initial Accounts, and the applicable Additional Cut-off Date, in the case of Additional Accounts, (i) its account number and (ii) the aggregate amount of Principal Receivables in such Account. Such file or list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. In the event that such contributions, sales and assignments are deemed to constitute a pledge of security for a loan or loans (the "Secured Obligations"), it is the intent of this Agreement that the Seller shall be deemed to be have granted to the grant of Buyer a first priority perfected security interest from the Seller to the Issuer, and the Issuer shall have in all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables Seller's right, title and interest to the Issuer and under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer Collateral Security and all proceeds thereof and the Indenture Trustee (on behalf of the Noteholders) Floorplan Agreements, and that this Agreement shall be governed by the Indentureconstitute a security agreement under applicable law.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing Issuer's delivery to or upon the order of the Seller on the Initial Closing Date of the net proceeds from the sale of the initial Series of Notes and an increase in the Trust Interest, and the other good and valuable consideration amounts to be delivered distributed from time to time to the Seller hereunderin accordance with the terms of this Agreement, on behalf of the IssuerBase Indenture and any related Series Supplement, the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations set forth herein): (i) ), all right, title and interest of the Seller in and to the to: (i) all Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables owned by the Seller on the Initial Cut-Off Date and all Additional Receivables thereafter transferred to the Issuer pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date2.06 hereof, including all Collections thereon, other than Credit Balances; (ii) the interest all of the Seller Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the security interests in Purchase Agreement, and the Financed Vehicles granted by delivery requirements, the Obligors pursuant to representations and warranties and the Receivables cure and any accessions theretorepurchase obligations of the Originators under the Purchase Agreement; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the ObligorsTransferor Certificate; (iv) the interest all of the Seller Seller's right, title and interest in any Dealer Recourseits rights and benefits (but none of its obligations or burdens) under the Transferor Certificate Purchase Agreement, and the delivery obligations, the representations and warranties and the cure and repurchase obligations of AIR under the Transferor Certificate Purchase Agreement; (v) the right all rights of the Seller to realize upon any property (including under the right to receive future Liquidation Proceeds) that shall have secured a Receivable Pooling and have been repossessed pursuant to Servicing Agreement and related documents as holder of the terms thereofTransferor Certificate; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement;all Related Assets; and (vii) all the proceeds of the foregoing; and (viii) all present any and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing (the items specified in clauses (i) and all payments on or under of every kind and nature whatsoever in respect of any or all of (vii) are referred to herein as the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”"Trust Assets"). (b) The Seller hereby represents and warrants that in connection with such transfers, assignments and conveyances (i) the related Originator (A) has agreed to record and file at its own expense, a UCC financing statement (including any continuation statements with respect to such financing statement, when applicable) ("Financing Statement") with respect to the Originator Receivables (including Additional Receivables) and other assets transferred by it, for the transfer of the Originator Receivables and such other assets meeting the filing requirements of the laws of the States of California, Delaware, New Hampshire or New York, as appropriate and in any other state necessary in order to perfect the interests of the Seller, the Issuer and the Indenture Trustee in the Trust Assets and naming the Seller as secured party and (B) will deliver a file-stamped copy of the related Financing Statement or other evidence of such filing (which may, for purposes of this Section 2.01, consist of telephone confirmation of such filing) to the Indenture Trustee as soon as practicable after receipt thereof, and in the case of any continuation statements filed pursuant to this Section 2.01, as soon as practicable after receipt thereof by the Servicer and (ii) AIR has agreed (A) to record and file, at its own expense, a Financing Statement with respect to the Transferor Certificate and the other assets transferred by it to the Seller meeting the filing requirements of the laws of the State of California, Delaware or New York, as applicable, and in any other state necessary in order to perfect the interests of the Seller, the Issuer and the Indenture Trustee in the Trust Assets and (B) will deliver a file-stamped copy of the related Financing Statement or other evidence of such filing (which may, for purposes of the Section 2.01, consist of telephone confirmation of such filing) to the Indenture Trustee as soon as practicable after receipt thereof by AIR, and in the case of any continuation statement filed pursuant to this Section 2.01, as soon as practicable after receipt thereof by the Servicer; and (iii) the Seller agrees, at its own expense, (v) to file (or caused to be filed) a Financing Statement with respect to the Trust Assets meeting the filing requirements of the States of Delaware or New York, as applicable, and in any other state necessary in order to perfect the interests of the Seller, the Issuer and the Indenture Trustee in the Trust Assets, naming the Seller, as debtor, and the Trust, as secured party, and the Indenture Trustee, as assignee, (w) to deliver a filed-stamped copy of such Financing Statement or other evidence of such filing (which may, for purposes of this Section 2.01, consist of telephone confirmation of such filing) to the Indenture Trustee as soon as practicable after receipt thereof by the Seller and in the case of any continuation statements filed pursuant to this Section 2.01, as soon as practicable, after the receipt thereof by the Servicer, (x) to file Financing Statements naming the Trust as assignee under the Financing Statements filed by the Originators, with respect to Originator Receivables sold to the Trust, and AIR, with respect to the Transferor Certificate, (y) to cause the Servicer pursuant to Section 13.02 to record and file any continuation statements or appropriate amendments with respect to each of the Financing Statements referred to in this paragraph, and (z) to cause the Servicer pursuant to Section 13.02 to deliver a file-stamped copy of each such continuation statement or other evidence of each such filing (which may, for purposes of this Section 2.01, consist of telephone confirmation of such filing) to the Indenture Trustee as soon as practicable after receipt thereof by the Servicer. The foregoing transfers, assignments and conveyances to the Issuer shall be made to the Indenture Trustee, on behalf of the Noteholders, and each reference in this Agreement to such transfers, assignments and conveyances shall be construed accordingly. (c) The Seller represents and warrants that in connection with such transfers, the Seller agrees, that as of the Initial Closing Date and on or prior to each subsequent Closing Date on which Originator Receivables are transferred to the Issuer, at its own expense, (x) to cause the related Originator to indicate in its computer files that Originator Receivables have been transferred to the Issuer pursuant to this Agreement and (y) to cause the related Originator to deliver to the Indenture Trustee a computer file or microfiche list containing a true and complete list of all such Originator Receivables, identified by account number and setting forth the Originator Receivable balance as of the applicable Cut-Off Date. Such files or lists (as amended from time to time) shall be marked as Schedule I to this Agreement and delivered to the Owner Trustee and the Indenture Trustee as confidential and proprietary, and are hereby incorporated into and made a part of this Agreement. (d) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Originator Receivables, the Transferor Certificate and the other Trust Assets from the Seller to the Issuer and the beneficial interest in and title to the Collateral Originator Receivables, the interest in and title to the Transferor Certificate and the other Trust Assets shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under In the UCC) necessary in any jurisdiction to provide third parties with notice event that, notwithstanding the intent of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that Seller, the transfer and assignment contemplated by this Agreement hereby is held not to be a sale, in the event such transfer and assignment is Seller shall be deemed hereunder to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give have granted to the Issuer a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds Trust Assets for the purpose of any securing a loan in an amount equal to the unpaid principal amount of the foregoing. This Agreement shall be deemed Notes issued by the Issuer pursuant to be one or more Series Supplements and the grant interest accrued at the related Note Rate and any other amounts due to any Noteholder and to secure all of a security interest from the Seller Seller's and the Servicer's obligations hereunder including, without limitation, the Seller's obligation to sell or transfer Originator Receivables hereafter created to the Issuer, and that this Agreement shall constitute a security agreement under applicable law. The Seller shall take or cause to be taken all actions necessary to maintain the Issuer shall have all the rights, powers transfer and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables Trust Assets to the Issuer under this Agreementand to maintain, the Servicer’s electronic files which are maintained for the purpose in favor of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee Trustee, a first priority, perfected ownership or security interest in the Trust Assets (on behalf of other than Liens permitted under Subsection 2.05(b) and subject to the Noteholders) shall be governed by the IndentureAIR Trust Provisions).

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant Subject to the mutually agreed upon terms contained in and conditions of this Agreement, shall sell, transfer, assign and otherwise convey on the Closing Date the Seller agrees to sell to the IssuerPurchaser, without recourse (but subject and the Purchaser agrees to purchase from the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations hereinhereunder): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.012.03(c)) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any physical damage insurance policies covering Financed Vehicles and in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to in accordance with the terms thereof;; and (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement conveyance hereunder be a sale, in . In the event such transfer and assignment that the conveyance hereunder is deemed to be other than not for any reason considered a sale, the parties intend that all filings described in Seller hereby grants to the foregoing paragraph shall give the Issuer Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other Collateral property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing. This The parties intend that this Agreement shall be deemed to be the grant of constitute a security interest from agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price. In connection with the sale of the Receivables by the Seller to the IssuerPurchaser, and the Issuer shall have all Seller agrees to deliver a Transfer Notice identifying the rights, powers and privileges of a secured party under Receivables to the UCCPurchaser on the Closing Date. (eb) In connection with the foregoing conveyance, the Servicer shall maintain Seller agrees to record and file, at its computer system so thatown expense, from one or more financing statements with respect to the Receivables now existing and after hereafter created for the time sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Issuer under Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this AgreementSection, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the Seller thereof. In connection with the foregoing conveyance, the Servicer’s electronic Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files which are maintained for that the purpose of identifying retail installment sales contracts which Receivables have been transferred in connection with securitizations will show to the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned Purchaser pursuant to this Agreement. , (fii) Ownership to deliver to the Purchaser a computer file or printed or microfiche list containing a true and control complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the ReceivablesCutoff Date, as between which file or list shall be delivered to the Issuer Purchaser on the Closing Date and is hereby incorporated into and made a part of this Agreement and (iii) to deliver the Indenture Trustee (on behalf Receivable Files to or upon the order of the Noteholders) shall be governed by the IndenturePurchaser.

Conveyance of Receivables. The Transferor does hereby sell, ------------------------- transfer, assign, set-over, and otherwise convey (ai) Upon to the execution Trust for the benefit of this Agreement the Certificateholders and the other Beneficiaries on the Initial Closing Date, in the case of the Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts (except as expressly provided herein), (i) all of its right, title and interest in, to and under the Receivables in each Account and all Collateral Security with respect thereto owned by the parties heretoTransferor at the close of business on the Initial Cut-off Date, in the case of Initial Accounts, and on the applicable Additional Cut-off Date, in the case of Additional Accounts, and all monies due or to become due and all amounts received with respect thereto and all proceeds (including proceeds as defined in Section 9-306 of the UCC as in effect in the State of Minnesota and Recoveries) thereof, (ii) all of the Transferor's rights, remedies, powers and privileges with respect to such Receivables, and the Receivables conveyed to the Trust in the next sentence, under the related Floorplan Agreements, if any, and (iii) all of the Transferor's rights, remedies, powers and privileges with respect to such Receivables under the Purchase Agreement, and (iv) all proceeds of the foregoing. As of each Business Day prior to the earlier of (i) the occurrence of an Insolvency Event as specified in Section 9.2(a) and (ii) the Trust Termination Date, on which Receivables are created in the Accounts (a "Receivables Transfer Date"), the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Transferor does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (but subject except as expressly provided herein), to the Seller’s obligations in this Agreement)Trust for the benefit of the Certificateholders and the other Beneficiaries, all of its right, title and interest in, to and under the Receivables in each Account (other than any Receivables created in any Designated Account from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by the Transferor at the close of business on such Transfer Date and not theretofore conveyed to the Receivables Trust, all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Minnesota and Recoveries) thereof. The foregoing sale, transfer, assignment, set-over and conveyance and any proceeds related subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Trust, the Trustee, any Agent or any Beneficiary of any obligation of the Servicer, Green Tree, the Transferor, or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any Dealer Recourse obligation to any Dealers or Manufacturers and such Green Tree (and not any of the other items as foregoing Persons) shall continue to perform and be responsible for their respective obligations under the Financing Agreements, Floorplan Agreements and any related agreements and arrangements. The foregoing transfer, assignment, setover and conveyance to the Trust, and any subsequent transfer, assignment, setover and conveyance to the Trust, shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or made to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunderTrustee, on behalf of the IssuerTrust, and each reference in this Agreement or any Supplement to any such transfer, assignment, setover and conveyance shall be construed accordingly. In connection with such sales, the Seller does hereby sellTransferor agrees to record and file, transferat its own expense, assign a financing statement on form UCC-1 (and otherwise convey Transferor's or Green Tree's continuation statements when applicable) with respect to the IssuerReceivables now existing and hereafter created for the sale of chattel paper, without recourse accounts and general intangibles (subject as defined in Section 9-105 of the UCC as in effect in any state where the Transferor's or Green Tree's chief executive offices or books and records relating to the Seller’s obligations herein): Receivables are located) 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 and the other assets conveyed hereby to the Trust, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Trustee on or prior to the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such sales. In connection with such sales, the Transferor further agrees, at its own expense, on or prior to the Initial Closing Date, in the case of the Initial Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Commencement Date, in the case of Removed Accounts, (a) to cause Green Tree to indicate in its books and records, which may include computer files, as required by the Purchase Agreement, that the Receivables created in connection with the Accounts (other than Removed Accounts) have been sold, and the Collateral Security assigned, to the Transferor in accordance with the Purchase Agreement and sold to the Trust pursuant to this Agreement for the benefit of the Certificateholders and the other Beneficiaries and (b) to deliver to the Trustee (or cause Green Tree to do so) a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Initial Cut- off Date, in the case of the Initial Accounts, and the applicable Additional Cut-off Date, in the case of Additional Accounts, (i) all right, title its account number and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest aggregate amount of the Seller Principal Receivables in the security interests in the Financed Vehicles granted by the Obligors pursuant such Account. Such file or list, as supplemented from time to the Receivables time to reflect Additional Accounts and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that Removed Accounts, shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. The Trustee shall be under no obligation whatsoever to perfect verify the accuracy or completeness of the information contained in Schedule 1 from time to time. In the event that such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to constitute a pledge of security for a loan or loans (the "Secured Obligations"), it is the intent of this Agreement that the Transferor shall be other than a sale, deemed to have granted to the parties intend that all filings described in the foregoing paragraph shall give the Issuer Trustee a first priority perfected security interest inin all of the Transferor's right, title and interest to and under the Receivables, Receivables and other the Collateral conveyed hereunder Security and all proceeds of thereof, the Floorplan Agreements and the Purchase Agreement, and that this Agreement shall constitute a security agreement under applicable law in order to secure the Secured Obligation. Such property, together with all monies as are from time to time deposited in the Collection Account, any Interest Funding Account, any Principal Account, any Distribution Account, any Series Account and the Excess Funding Account and all amounts on deposit in or credited to such accounts and any other account and all monies as are from time to time available under any Enhancement for any Series for payment to Certificateholders shall constitute the property of the foregoing. This Agreement shall be deemed to be Trust (the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC"Trust Property"). (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of WOAR’s delivery to or upon the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf order of World Omni of the IssuerPurchase Price (as defined in Section 2.02(a) below), the Seller World Omni does hereby sell, transfer, assign assign, set over and otherwise convey to the IssuerWOAR, without recourse (subject to the Seller’s obligations of World Omni herein): ), on the Closing Date (ithe “Purchase Date”) pursuant to a written assignment substantially in the form of Exhibit A (the “ RPA Assignment”), all right, title and interest of the Seller World Omni, whether now owned or hereafter acquired, and wherever located, in and to the following (but none of the obligations of World Omni with respect to): (a) the Receivables identified in the Schedule of Receivables to the RPA Assignment (all of which are identified in World Omni’s computer files by a code indicating the Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies due received thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (iib) the interest of the Seller in the security interests in in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Obligors pursuant Receivables identified in the RPA Assignment and any other interest of World Omni in the Financed Vehicles; (c) any proceeds with respect to the Receivables and identified in the RPA Assignment from claims on any accessions thereto; (iii) physical damage, credit life or disability insurance policies covering the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables Financed Vehicles or the Obligors; (ivd) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) Financed Vehicle that shall have secured a Receivable identified in the RPA Assignment and shall have been repossessed pursuant to acquired by or on behalf of World Omni, WOAR, or, upon the terms thereofassignment contemplated by the Sale and Servicing Agreement, the Servicer or the Trust; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (viie) all proceeds of “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 (viiif) all present and future claims, demands, causes of action and choses in action in respect the proceeds of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing; provided, including all proceeds of the conversion thereofhowever, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of that the foregoing items (collectively, the “Collateral”). (ca) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. through (f) Ownership and control of shall not include the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the IndenturePurchase Price.

Conveyance of Receivables. (a) Upon the By execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall World Omni does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (but subject except as expressly provided herein), to WODFI on the Seller’s obligations Initial Closing Date, in this Agreement)the case of the Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts, all of its right, title and interest in in, to and to under the Receivables in each Account and any proceeds related theretoall Collateral Security with respect thereto owned by World Omni at the close of business on the Initial Cut-Off Date (including all interest thereon accruing after October 31, including any Dealer Recourse 1999, whether paid or payable), in the case of the Initial Accounts, and such other items as shall be specified on the applicable Additional Cut-Off Date, in this Agreement. Concurrently therewith the case of Additional Accounts, and in exchange therefor, the Issuer shall deliver to, all monies due or to the order of, the Seller the Notes become due thereon and the Certificate. (b) In consideration all amounts received with respect thereto and all proceeds of all of the foregoing (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Florida) and other good and valuable consideration Recoveries thereof. Subject to be delivered Article VI, prior to the Seller hereunderearlier of (x) the occurrence of an Early Amortization Event specified in Section 5.17(b), on behalf (c), (d) or (e) of the IssuerIndenture and (y) the Trust Termination Date, as of each Business Day on which Receivables are created in the Seller Accounts (a "Transfer Date"), World Omni does hereby sell, transfer, assign assign, set over and otherwise convey (except as expressly provided herein) to the IssuerWODFI, without recourse (subject to the Seller’s obligations herein): (i) all of its right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the ReceivablesReceivables in each Account (other than any Receivables created in any Removed Account from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by World Omni at the close of business on such Transfer Date and not theretofore conveyed to WODFI, all monies due or to become due and other Collateral conveyed hereunder all amounts received with respect thereto and all proceeds of any all of the foregoingforegoing (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Florida) and Recoveries thereof and, with respect to any Purchased Participation Receivables, all of its rights, remedies, powers and privileges with respect to such Receivables under the applicable Participation Agreement. This The foregoing sale, transfer, assignment, set-over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by WODFI of any obligation of the Servicer, World Omni, or any other Person in connection with the Accounts, the Receivables or any Participation Interest or under any agreement or instrument relating thereto (including any Participation Agreement), including any obligation to any Dealers. In connection with such sales, World Omni agrees to record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) naming World Omni as "seller" and WODFI as "buyer" thereon with respect to the Receivables now existing and hereafter created for the sale of chattel paper, general intangibles or accounts (as defined in Sections 9-105 and 9-106 of the UCC as in effect in any state where World Omni's or the Servicer's chief executive offices or books and records relating to the Receivables are located) meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the Collateral Security to WODFI, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to WODFI on or prior to the Initial Closing Date, in the case of Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. In addition, World Omni shall cause to be timely filed in the appropriate filing office any form UCC-1 financing statement and continuation statement necessary to perfect any sale of Receivables to WODFI. WODFI shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such sales. The parties hereto intend that the transfers of Receivables effected by this Agreement be sales. In connection with such sales, World Omni further agrees, at its own expense, on or prior to the Initial Closing Date, in the case of Initial Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (a) to indicate in its computer files that the Receivables created in connection with the Accounts (other than Removed Accounts) have been sold, and the Collateral Security assigned, to WODFI pursuant to this Agreement and sold to the Trust pursuant to the Trust Sale and Servicing Agreement for the benefit of the Certificateholders and pledged to the Indenture Trustee under the Indenture for the benefit of the Noteholders and the other Beneficiaries and (b) to deliver to WODFI a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Initial Cut-Off Date, in the case of Initial Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts (i) its account number and (ii) the aggregate amount of Principal Receivables in such Account. Such file or list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. In addition, in connection with such sales, World Omni shall deliver to WODFI all documents constituting "instruments" (as defined in the UCC as in effect in the applicable jurisdiction) with such endorsements attached as WODFI may reasonably require. In consideration for the sale of $758,759,633.60 of Principal Receivables, together with the Collateral Security and interest thereon, transferred to WODFI on the Initial Closing Date, WODFI shall pay to World Omni $596,700,000 in cash. The remaining $162,059,633.60 of Principal Receivables, together with the Collateral Security and interest thereon, transferred to WODFI on the Initial Closing Date is a capital contribution to WODFI. The purchase price for the Receivables sold by World Omni to WODFI on each Addition Date and on each Transfer Date thereafter shall be a price agreed to by WODFI and World Omni at the time of acquisition by WODFI, which price shall not, in the opinion of WODFI, be materially less favorable to WODFI than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors; provided that such consideration shall in any event not be less than reasonably equivalent value therefor. If and to the extent that WODFI shall not have funds available to pay World Omni the purchase price for the Receivables transferred, an amount equal to the purchase price for such Receivables shall be deemed to be the grant of a security interest capital contribution from the Seller World Omni to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCCWODFI. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff DatePurchased Assets; (ii) the interest rights of the Seller in under the security interests in Purchase Agreement and the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretoAssignment; (iii) all other assets comprising the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors;Owner Trust Estate; and (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing Servicer) into the Collection Account no later than the Business Day preceding the first Distribution Date. 26 (NAROT 2019-C Sale and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicing Agreement) (b) Notwithstanding the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer that the Receivables and assignment other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to be other than create indebtedness or a sale, the parties intend that all filings described security interest in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, Receivables and other Collateral conveyed hereunder and all proceeds of any of the foregoing. Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be the grant of a security interest from agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.01 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the Issuer shall have all performance of the rights, powers and privileges obligations of a secured party under the UCC.Seller hereunder; (eiii) In connection with The possession by the foregoing conveyanceIssuer, or the Servicer shall maintain its computer system so thatas the Issuer’s agent, from and after the time of sale of the Receivables Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the perfecting such security interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreementunder applicable law. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon On the execution of this Agreement by the parties hereto, the Seller, pursuant terms and subject to the mutually agreed upon terms contained conditions set forth in this Agreement, shall each Originator, severally and for itself, hereby does (i) with respect to the Receivables contributed to the Company pursuant to Section 3.1 (the “Contributed Receivables”), contribute to the capital of, and transfer, assign and otherwise convey to the Company, without recourse (except as expressly provided herein), and the Company hereby agrees to, and hereby does, acquire all of such Originator’s right, title and interest, whether now owned or hereafter acquired, in and to, and (ii) with respect to any other Receivables sold to the Company hereunder (the “Sold Receivables”), sell, transfer, assign and otherwise convey to the IssuerCompany, without recourse (but subject except to the Seller’s obligations extent expressly provided herein), and the Company agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in this AgreementSection 1.4 hereof), all of its such Originator’s right, title and interest interest, whether now owned or hereafter acquired, in and to: (a) each Receivable of such Originator that existed and was owing to such Originator at the Receivables and opening of such Originator’s business on the Closing Date (other than any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate.Contributed Receivables); (b) In consideration each Receivable generated by such Originator from and including the Closing Date to but excluding the Purchase and Sale Termination Date; (c) all rights to (but none of the foregoing and other good and valuable consideration obligations of) such Originator under all Related Security; (d) all amounts due or to be delivered become due to the Seller hereunder, on behalf such Originator with respect to any of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein):foregoing; (ie) all rightbooks and records of such Originator related to any of the foregoing, and all Transaction Documents to which such Originator is a party, together with all rights (but none of the obligations) of such Originator thereunder; (f) all rights, remedies, powers, privileges, title and interest (but not obligations) of the Seller such Originator in and to the Receivables (x) each Lock-Box Account and each Collection Account, (y) all monies due thereon or paid thereunder or in respect thereof amounts on deposit therein, and (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01z) after the Cutoff Date; any related investment property (ii) the interest of the Seller as such term is defined in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoingapplicable UCC); and (viiig) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind Collections and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included proceeds (as defined in the proceeds applicable UCC) and products of any of the foregoing that are or were received by such Originator on or after the Closing Date, including, without limitation, all funds which either are received by such Originator, the Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of such Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Company or the Servicer applies in the ordinary course of its business to amounts owed in respect of any Receivable, and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors in respect of Receivables, or any other parties directly or indirectly liable for payment of such Receivables) (clauses (a) through (g), collectively, the “Collateral”). ; provided, that upon receipt by the Seller of the Repurchase Price with respect to any Receivable in accordance with Section 3.3, such Receivable and all Related Rights immediately shall cease to constitute Collateral hereunder and shall be reconveyed to the applicable Originator in accordance with Section 3.4 and, thereafter, shall cease to constitute a Receivable for all purposes hereunder. All purchases and contributions hereunder are absolute and irrevocable and shall be made without recourse (except as expressly provided herein), but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement with respect to such Receivables. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Company hereunder, and any such assumption is expressly disclaimed. The Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings through (including filings under the UCCg) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a salecollectively, the parties intend that all filings described in “Related Rights”) is herein called the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC“Purchase Facility. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.”

Conveyance of Receivables. (a) Upon In consideration of the execution Issuer’s delivery of the Securities to, or upon the order of, the Seller and the receipt by the Seller of the funds drawn under such Notes on the date hereof, the Seller does hereby enter into this Agreement by the parties heretoand agree to fulfill all of its obligations hereunder and hereby sells, the Sellertransfers, pursuant to the mutually agreed upon terms contained in this Agreementassigns, shall sell, transfer, assign sets over and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations except as provided in this AgreementSection 2.06), all of its rightpursuant to an assignment in the form attached hereto as Exhibit B (the “PSA Assignment”), title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein): (i) all right, title and interest of the Seller in in, to and under: (a) the Retail Notes identified on the Schedule of Retail Notes to the Receivables PSA Assignment delivered to the Issuer and all monies due thereon or paid thereunder or in the Related Security with respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date;those Retail Notes; and (iib) the interest of rights, but not the Seller in the security interests in the Financed Vehicles granted obligations, acquired by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds Agreement and the PA Assignment pursuant to Section 2.01 of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in Purchase Agreement with respect of any or all of to the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) Receivables. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement Section 2.01 shall constitute a sale of the Collateral from Receivables and Related Security by the Seller to the Issuer and the beneficial interest in and title to the Collateral assets conveyed pursuant to this Section 2.01 shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees intends to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect treat such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be as a salesale for accounting and tax purposes. Notwithstanding the foregoing, 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 (i) the Seller shall be deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give have granted to the Issuer a first priority perfected security interest in all of the Seller’s right title and interest in, to and under the Receivablesassets conveyed pursuant to this Section 2.01, and other Collateral the Seller hereby grants such security interest and (ii) the assets conveyed hereunder and all proceeds of any of the foregoing. This Agreement pursuant to this Section 2.01 shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have include all the rights, powers and privileges 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 the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Receivables included in the assets conveyed pursuant to this Section 2.01 and all other monies payable under the 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 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 constitute a secured party security agreement under the UCC. (e) . In connection with addition, on the foregoing conveyanceClosing Date, the Servicer Seller shall maintain its computer system so that, from and deposit the Reserve Account Initial Deposit into the Reserve Account. Within two Business Days after the time of sale of Closing Date, the Receivables Seller shall cause to be deposited into the Collection Account all collections (from whatever source) on or with respect to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned assets conveyed pursuant to this Section 2.01 received by the Seller pursuant to Section 5.07 of the Purchase Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by promises and the parties heretoagreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor) (collectively, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein“Transferred Assets”): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff DatePurchased Assets; (ii) the interest rights of the Seller in under the security interests in Purchase Agreement and the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretoAssignment; (iii) all other assets comprising the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors;Owner Trust Estate; and (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and future claimsin consideration therefor, demandsthe Issuer shall deliver to, causes of action or to the order of, the Seller, the Notes and choses in action the Certificates. Notwithstanding the foregoing, monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or all of as the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of Servicer) into the foregoing, including all proceeds of Collection Account no later than the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in Business Day preceding the proceeds of any of the foregoing (collectively, the “Collateral”)first Distribution Date. (cb) It is Notwithstanding the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a saleforegoing, in the event such transfer that the Receivables and assignment other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to be other than create indebtedness or a sale, the parties intend that all filings described security interest in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, Receivables and other Collateral conveyed hereunder and all proceeds of any of the foregoing. Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be the grant of a security interest from agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.01 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the Issuer shall have all performance of the rights, powers and privileges obligations of a secured party under the UCC.Seller hereunder; (eiii) In connection with The possession by the foregoing conveyanceIssuer, or the Servicer shall maintain its computer system so thatas the Issuer’s agent, from and after the time of sale of the Receivables Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the perfecting such security interest of the Issuer in such Receivable under applicable law. 29 (NAROT 20[ ]-[ ] Sale and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Servicing Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.)

Conveyance of Receivables. (a) Upon the By execution of this Agreement by the parties heretoAgreement, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (but subject other than the Limited Guaranty of the Seller for the benefit of the Class C Certificateholders and as except as expressly provided herein), to the Seller’s obligations Buyer on the first Closing Date, in this Agreement)the case of Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts, all of its right, title and interest in, to and under the Receivables in each Account and all Collateral Security with respect thereto owned by the Seller at the close of business on the Cut-off Date, in the case of the Initial Accounts, and on the applicable Additional Cut-off Date, in the case of Additional Accounts, and all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Minnesota and Recoveries) thereof and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. Subject to Article VI, as of each Business Day prior to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be earlier of (x) the occurrence of a Pay Out Event specified in this Agreement. Concurrently therewith and in exchange thereforSection 9.1(a), the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b), (c) In consideration or (d) or the occurrence of an Insolvency Event as specified in Section 9.2(a) of the foregoing Pooling and other good Servicing Agreement and valuable consideration to be delivered to (y) the Seller hereunderTrust Termination Date, on behalf of which Receivables are created in the IssuerAccounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (subject except as expressly provided herein), to the Seller’s obligations herein): (i) Buyer, all of its right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the ReceivablesReceivables in each Account (other than any Receivables created in any Removed Account from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Buyer, all monies due or to become due and other Collateral conveyed hereunder all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Minnesota and Recoveries) thereof and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. The foregoing sale, transfer, assignment, set over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Buyer of any obligation of the foregoingServicer, the Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreements or the Floorplan Agreements and any other obligation to any Dealer or Manufacturer. This Agreement On the Closing Date, pursuant to the terms of this Section 2.1, (i) the Seller shall be deemed sell to be the grant Buyer Receivables in the amount of a security interest from $___________, together with the related Collateral Security and Floorplan Rights (defined below). Subject to Article VI, the purchase price for the Receivables sold by (a) the Seller to the Issuer, Buyer on the Closing Date and (b) the Seller to the Buyer on each Addition Date and on each Transfer Date thereafter shall be a price agreed to by the Buyer and the Issuer Seller at the time of acquisition by the Buyer, which price shall have not, in the opinion of the Buyer, be materially less favorable to the Buyer than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors, including, without limitation, prevailing interest rates; provided that such consideration shall in any event not be less than reasonably equivalent value therefor. In connection with such contribution and sales, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) naming the Seller as "seller" and the Buyer as "purchaser" thereon with respect to the Receivables now existing and hereafter created for the sale of chattel paper, accounts or general intangibles (as defined in Section 9-105 or 9-106 of the UCC as in effect in any state where the Seller's or the Servicer's chief executive offices or books and records relating to the Receivables are located) 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, the Collateral Security and all of the Seller's rights, remedies, powers and privileges of a secured party with respect to such Receivables under the UCC. related Floorplan Agreements (ethe "Floorplan Rights") to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or prior to the first Closing Date, in the case of Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. In addition, the Seller shall cause to be timely filed in the appropriate filing office any UCC-1 financing statement and continuation statement necessary to perfect any sale of Receivables to the Buyer. The Buyer shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such contribution and sales. The parties hereto intend that the transfers of Receivables effected by this Agreement be sales. In connection with the foregoing conveyancesuch contribution and sales, the Servicer shall maintain Seller further agrees, at its own expense, on or prior to the first Closing Date, in the case of Initial Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (a) to indicate in its books and records, which may include computer system so thatfiles, from and after the time of sale of that the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred created in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems whenAccounts (other than Removed Accounts) have been sold, and only whenthe Collateral Security and the Floorplan Rights assigned, to the Receivable has been paid in full, repurchased or assigned Buyer pursuant to this Agreement. (f) Ownership Agreement and control sold to the Trust pursuant to the Pooling and Servicing Agreement for the benefit of the Receivables, as between the Issuer Certificateholders and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.other Beneficiaries and

Conveyance of Receivables. (a) Upon In consideration of the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver Trustee's delivery to, or to upon the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered authenticated Certificates, in authorized denominations, in an aggregate amount equal to the Seller hereunder, on behalf of the IssuerOriginal Pool Balance, the Seller does hereby sell, transfer, assign assign, and otherwise convey to the IssuerTrustee on behalf of the Trust, without recourse (subject to the Seller’s 's obligations herein): (i) all right, title title, and interest of the Seller in and to the Receivables listed in SCHEDULE A hereto, all proceeds thereof and all monies due paid thereon or paid thereunder or in respect thereof on and after the Cutoff Date (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 12.2 or the purchase of Receivables by the Servicer pursuant to Section 4.08 13.7 or 9.01) after the Cutoff Date; (ii) 21.2), together with the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretoReceivables; (iiiii) the all right, title and interest of the Seller in any Liquidation Proceeds and in any proceeds of any Insurance Policies extended warranties, comprehensive and collision, credit life, or credit disability policies relating to the Receivables Financed Vehicles or the Obligors;; and (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (viiiii) all proceeds of the foregoing; and foregoing items (viiii) all present and future claims(ii). In connection with such sale, demandsthe Seller agrees to record and file, causes 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 action accounts and choses chattel paper meeting the requirements of applicable state law in action such manner and in respect of any or all such jurisdictions as are necessary to perfect the sale and assignment of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of Receivables to the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) Trust. It is the intention of the Seller and the Trustee that the assignment and transfer and assignment herein contemplated by this Agreement shall constitute a sale of the Collateral Receivables, conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer Trust and that the beneficial interest in and title to the Collateral shall Receivables not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy lawan insolvency. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in In the event that such transfer and assignment conveyance is deemed to be other than a salepledge to secure a loan, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller hereby grants to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by Trust for the Indenture.benefit of the Certificateholders

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Owner Trustee on behalf of the Issuer, without recourse (but subject to the Seller’s 's obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the CertificateTrust Certificates. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Owner Trustee on behalf of the Issuer, in trust for the benefit of the Certificateholders, without recourse (subject to the Seller’s 's obligations herein): (i) all right, title and interest of the Seller in and to the Receivables (including all related Receivable Files) and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 2.04 or 8.01 of this Agreement or the purchase of Receivables by the Servicer pursuant to Section 4.08 3.08 or 9.018.01 of this Agreement) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) the interest of the Seller to receive payments in respect of any Dealer RecourseRecourse with respect to the Receivables; (v) the right of the Seller under the Purchase Agreement and the Yield Supplement Agreement; (vi) the rights and interests of the Seller under the Purchase Agreement, but not the obligations of the Seller thereunder; (vii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to by or on behalf of the terms thereofOwner Trustee; (viviii) all funds on deposit from time to time in the rights Accounts, including the Yield Supplement Account Deposit and interests of the Seller under the Receivables Purchase AgreementCertificate Distribution Account; (viiix) any Servicer Letter of Credit; (x) all other assets comprising the Owner Trust Estate; and (xi) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Receivables from the Seller to the Issuer and the beneficial interest in and title to the Collateral Receivables shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral Receivables pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Owner Trustee on behalf of the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral property conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Owner Trustee on behalf of the Issuer, and the Owner Trustee on behalf of the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Owner Trustee on behalf of the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to any Receivable indicate clearly the interest of the Issuer in such Receivable Receivables and that the Receivable is owned by the Issuer and controlled by the Owner Trustee on behalf of the Issuer. Indication of the Issuer’s 's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer Issuer, the Owner Trustee and the Indenture Trustee (on behalf of the NoteholdersNoteholders and Certificateholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration Issuer's delivery to be delivered to or upon the order of the Seller hereunderof (x) $1,261,866,732.00 (which amount represents the Original Pool Balance less (i) the Reserve Account Initial Deposit, on behalf (ii) the Initial Overcollateralization Amount, (iii) the initial YSOA, (iv) the Class A-1 Principal Balance, (v) the initial Certificate Balance and (vi) certain other discounts and expenses of the Issuer), and (y) the Certificates, the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations of the Seller set forth herein): (i) ), all right, title and interest of the Seller in and to to: (a) the Receivables and all monies due moneys received thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) on and after the Cutoff DateAugust 1, 2003; (iib) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the other interest of the Seller in such Financed Vehicles; (c) any proceeds of any Insurance Policies relating with respect to the Receivables from claims on any physical damage, credit life or the disability insurance policies covering Financed Vehicles or Obligors; (ivd) any proceeds from recourse to Dealers with respect to Receivables with respect to which the interest of the Seller Servicer has determined in any Dealer Recourseaccordance with its customary servicing procedures that eventual payment in full is unlikely; (ve) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) Financed Vehicle that shall have secured a Receivable and shall have been repossessed pursuant to acquired by or on behalf of the terms thereofSeller, the Servicer, the Company or the Trust; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (viif) all funds on deposit from time to time in the Deposit Account, including the Reserve Account Initial Deposit, and in all investments and proceeds of the foregoingthereof (including all income thereon); and (viiig) all present and future claims, demands, causes of action and choses in action in respect the proceeds of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds . The Seller hereby directs the Issuer to issue the Certificates to the Company. The Seller and the Issuer acknowledge that $450,000,000 of the conversion thereof, 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 purchase price of the Receivables owed by the Issuer to payment of any and every kind and other forms of obligations and receivables, instruments and other property the Seller pursuant to this Section 2.01 (which at any time constitute all or part of or are amount is not included in the proceeds first sentence of any Section 2.01) shall be offset by the Issuer against delivery of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller Class A-1 Notes to the Issuer and the beneficial interest in and title to the Collateral shall not be part order of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. On each Sale Date, commencing with the date hereof, (ai) Upon the execution Seller shall sell and deliver and does hereby sell and deliver to DTAC, and (ii) DTAC does hereby confirm that it shall purchase and does hereby as of this Agreement by the parties hereto, such date purchase from the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the all of Seller’s obligations in this Agreement), all of its right, title and interest in in, to and to the under all Receivables and any proceeds related theretooffered for sale by, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order sole discretion of, the Seller on each such date (each such Receivable so offered by the Notes Seller and purchased (or, prior to the Certificate. date of Cancellation (b) In consideration of the foregoing and other good and valuable consideration as defined in Section 5.1), to be delivered to so purchased) by the Seller Purchaser, a “Transferred Receivable”), together with all other Transferred Property relating thereto. In connection with any purchase and sale of a Receivable hereunder, on behalf of the IssuerSeller agrees, the Seller does hereby sellat its own expense, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein): (i) all right, title to annotate and interest of the Seller in indicate on its books and to the Receivables and all monies due thereon or paid thereunder or in respect thereof records (including proceeds of the repurchase of Receivables by the Seller any computer files) that such Receivable was sold and transferred to DTAC pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; this Agreement, (ii) to deliver to DTAC (or its assigns) the interest of the Seller in the security interests in the Financed Vehicles granted original Contract relating to such Receivable duly assigned to DTAC as required by the Obligors pursuant to the Receivables and any accessions thereto; relevant law; (iii) to deliver to or upon the interest order of DTAC all collections on such Receivable, if any, received since the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; Sale Date and (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller deliver to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable DTAC such other and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoingfurther documents, including all proceeds of the conversion thereofany reconciliations, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller reasonably required by DTAC. The parties hereto intend that the each transfer and assignment contemplated by this Agreement shall constitute hereunder be a sale of the Collateral Receivables offered for sale hereunder and the other Transferred Property relating thereto from the Seller to the Issuer Purchaser and not a financing secured by such property; and the beneficial interest in and title to the Collateral such Receivables and such other Transferred Property shall not be a part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The However, if, notwithstanding the intent of Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to Purchaser, this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment transaction is deemed to be a financing arrangement, or it is otherwise determined that any conveyance hereunder is for any reason not considered a sale and that the beneficial interest in and title to such Receivables and such other than a saleTransferred Property remain part of Seller’s bankruptcy estate, the parties intend that all filings described with respect to any such Transferred Property this Agreement shall constitute a security agreement under the UCC as in effect in the foregoing paragraph shall give State of Arizona, and Seller hereby grants to Purchaser on the Issuer terms and conditions in this Agreement a first priority perfected security interest inin and against all of Seller’s right, title and interest in and to such Transferred Receivables and under the Receivablessuch other Transferred Property, and other Collateral property conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.”

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing promises and the agreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s 's obligations hereinin this Agreement): (i) all right, title and interest of the Seller in and to the Receivables (including all related Receivable Files) listed in Schedule A hereto and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 4.06 or 9.01) after the Cutoff Date; (ii) the interest right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretorelated property; (iii) the interest right of the Seller in any proceeds of from claims on any Insurance Policies relating to physical damage, credit life, credit disability or other insurance policies covering the Receivables Financed Vehicles or the Obligors; (iv) the interest right of the Seller through NMAC to receive payments in respect of any Dealer RecourseRecourse with respect to the Receivables; (v) the rights of the Seller under the Purchase Agreement and the Assignment; (vi) the right of the Seller to realize upon any property (including the right to receive future Net Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase AgreementReceivable; (vii) the right of the Seller in rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date; (viii) all other assets comprising the Owner Trust Estate; and (ix) all proceeds of the foregoing; and (viii) . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer all present and future claimsproperty conveyed pursuant to this Section 2.01(a), demands, causes of action and choses in action except for monies received in respect of any the Receivables after the Cutoff Date and before the Closing Date which shall be deposited by NMAC (in its individual capacity or all of as the foregoing Servicer) into the Collection Account no later than the first Record Date after the Closing Date. Concurrently therewith and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectivelyexchange therefor, the “Collateral”)Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificates. (cb) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Receivables from the Seller to the Issuer and the beneficial interest in and title to the Collateral Receivables shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral Receivables pursuant to this Agreement and to perfect such sale under the UCC. (dc) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event if such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral property conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (ed) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records that refer to any Receivable indicate clearly the interest of the Issuer in such Receivable Receivables and that the such Receivable is owned by the Issuer and controlled by the Issuer. Indication of the Issuer’s 's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the By execution of this Agreement by the parties heretoAgreement, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (but subject except as expressly provided herein), to the Trust for the benefit of the Certificateholders and the other Beneficiaries on the first Closing Date (a) all of its right, title and interest in, to and under the Receivables and all Collateral Security with respect thereto, if any, owned by the Seller at the close of business on the Cut-Off Date and all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds"), as defined in Section 9-306 of the UCC as in effect in the State of Michigan, and Recoveries) thereof and (b) all of the Seller’s obligations 's rights, remedies, powers and privileges with respect to such Receivables under the Receivables Purchase Agreements. As of each Business Day prior to the earlier of (i) the occurrence of an Early Amortization Event specified in this AgreementSection 9.01(a) or (b) and (ii) the Trust Termination Date, on which Receivables are created (a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Trust for the benefit of the Certificateholders and the other Beneficiaries, all of its right, title and interest in in, to and to under the Receivables and all Collateral Security with respect thereto, if any, owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Trust, all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds", as defined in Section 9-306 of the UCC as in effect in the State of Michigan, and Recoveries) thereof. Such property, together with all monies on deposit in, and Eligible Investments credited to, the Collection Account or any proceeds related Series Account, and any Enhancements shall collectively constitute the assets of the Trust (the "Trust Assets"). The foregoing sale, transfer, assignment, set-over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Trust, the Trustee, any Agent or any Beneficiary of any obligation of Federal-Mogul, the Seller or any other Person in connection with the Receivables or under the Receivables Purchase Agreements or any other agreement or instrument relating thereto, including any Dealer Recourse and obligation to any Obligors. In connection with such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order ofsales, the Seller agrees to record and file, at its own expense, a financing statement or statements on form UCC-1 (and continuation statements when applicable) with respect to the Notes Receivables now existing and hereafter created for the Certificate. sale of accounts and general intangibles (b) In consideration as defined in Section 9-106 of the foregoing UCC as in effect in any state where the Seller's or Federal-Mogul's chief executive offices or books and other good and valuable consideration to be delivered records relating to the Seller hereunder, on behalf Receivables are located) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the Issuer, the Seller does hereby sell, transfer, assign sale and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein): (i) all right, title and interest assignment of the Seller in and to the Receivables and all monies due thereon proceeds thereof to the Trust, and to deliver a file-stamped copy of such financing statements or paid thereunder other evidence of such filing to the Trustee on or prior to the first Closing Date. The Trustee shall be under no obligation whatsoever to file such financing statement or statements, or a continuation statement to such financing statement or statements, or to make any other filing under the UCC in respect thereof (including proceeds connection with such sales. In connection with such sales, the Seller further agrees, at its own expense, on or prior to the Closing Date, to cause each of the repurchase of Receivables Federal-Mogul and its subsidiaries to indicate in its computer files, as required by the Seller pursuant Receivables Purchase Agreements, that the Receivables have been sold, and will continue to Section 3.02 or the purchase of Receivables by the Servicer pursuant be sold, to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to accordance with the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable Purchase Agreements and have been repossessed sold, and will continue to be sold, to the Trust pursuant to this Agreement for the terms thereof; (vi) the rights and interests benefit of the Seller under Certificateholders and the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) Beneficiaries. It is the intention of the Seller parties hereto that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not conveyance be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be characterized as a sale. If, in the event however, such transfer and assignment conveyance is deemed to be other than not characterized as a sale, the parties intend that all filings Seller hereby grants to the Trustee, for the benefit of the Investor Certificateholders, a security interest in the property described in the foregoing first paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCCthis Section 2.01. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall HRAC I does hereby sell, transfer, assign assign, set over and otherwise convey to the IssuerHSBC Funding, without recourse (but subject to the Seller’s obligations in this Agreement)recourse, all of its right, title and interest in in, to and to under the Receivables of the Additional Accounts existing on the Additional Cut-Off Date and any proceeds related thereafter created from time to time until the termination of the Receivables Purchase Agreement pursuant to Article VIII thereof, all Interchange, Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including any Dealer Recourse and such other items “proceeds” as shall be specified defined in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to UCC) thereof (the order of, the Seller the Notes and the Certificate“Additional Purchased Assets”). (b) In consideration connection with such sale and if necessary, HRAC I agrees to record and file, at its own expense, one or more financing statements (and amendments with respect to such financing statements when applicable) with respect to the Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale of the foregoing and other good and valuable consideration Additional Purchased Assets to be delivered to the Seller hereunderHSBC Funding, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein): (i) all right, title and interest of the Seller in and to the Receivables and all monies due thereon deliver a file-stamped copy of such financing statements or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash amendments or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights evidence of such filing to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”)HSBC Funding. (c) In connection with such sale, HRAC I further agrees, at its own expense, on or prior to the date of this Supplemental Conveyance, to indicate in the appropriate computer files and microfiche lists that all Receivables created in connection with the Additional Accounts and the related Additional Purchased Assets have been sold to HSBC Funding pursuant to this Supplemental Conveyance. (d) The parties hereto intend that the conveyance of the Additional Purchased Assets described in Section 3(a) constitute an absolute sale consistent with the intent expressed in Section 2.01(d) of the Receivables Purchase Agreement. It is the intention of the Seller parties hereto that the transfer and assignment contemplated by this Agreement arrangements with respect to the Additional Purchased Assets shall constitute a purchase and sale of such Additional Purchased Assets and not a loan, including for accounting purposes. In the Collateral from event, however, that notwithstanding such intent it were determined that the Seller to transactions evidenced hereby constitute a loan and not a purchase and sale, it is the Issuer and the beneficial interest in and title to the Collateral shall not be part intention of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer this Supplemental Conveyance shall constitute a security agreement under applicable law, and assignment contemplated by this Agreement that HRAC I shall be a sale, in the event such transfer and assignment is deemed to be other than a salehave granted, the parties intend that all filings described in the foregoing paragraph shall give the Issuer and HRAC I does hereby grant, to HSBC Funding a first priority perfected security interest in all of HRAC I’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, and other Collateral conveyed Additional Purchased Assets to secure the obligations of HRAC I hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Purchase Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the By execution of this Agreement by the parties heretoAgreement, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (but subject except as expressly provided herein), to the Seller’s obligations Buyer on the first Closing Date, in this Agreement)the case of Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts, all of its right, title and interest in, to and under the Receivables in each Account and all Collateral Security with respect thereto owned by the Seller at the close of business on the Cut-Off Date, in the case of the Initial Accounts, and on the applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Michigan and Recoveries) thereof. Subject to Article VI, as of each Business Day prior to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be earlier of (x) the occurrence of an Early Amortization Event specified in this Agreement. Concurrently therewith and in exchange thereforSection 9.01(b), the Issuer shall deliver to(c), (d), or to the order of, the Seller the Notes and the Certificate. (be) In consideration of the foregoing Pooling and other good Servicing Agreement and valuable consideration to be delivered to (y) the Seller hereunderTrust Termination Date, on behalf of which Receivables are created in the IssuerAccounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (subject except as expressly provided herein), to the Seller’s obligations herein): (i) Buyer, all of its right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the ReceivablesReceivables in each Account (other than any Receivables created in any Designated Account from and after the applicable Removal Commencement Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Buyer, all monies due or to become due and other Collateral conveyed hereunder all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Michigan and Recoveries) thereof. The foregoing sale, transfer, assignment, set-over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Buyer of any obligation of the foregoingServicer, the Seller, CFC, Chrysler or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers. This Agreement In connection with such sales, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) naming the Seller as "seller" and the Buyer as "buyer" thereon with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-105 of the UCC as in effect in any state where the Seller's or the Servicer's chief executive offices or books and records relating to the Receivables are located) 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 and the Collateral Security to the Buyer, and to deliver a file- stamped copy of such financing statements or other evidence of such filing to the Buyer on or prior to the first Closing Date, in the case of Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. In addition, the Seller shall cause to be timely filed in the appropriate filing office any UCC-1 financing statement and continuation statement necessary to perfect any sale of Receivables to the Seller. The Buyer shall be deemed under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such sales. The parties hereto intend that the transfers of Receivables effected by this Agreement be sales. In connection with such sales, the grant Seller further agrees, at its own expense, on or prior to the first Closing Date, in the case of Initial Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Commencement Date, in the case of Removed Accounts, (a) to indicate in its computer files and to cause CFC to indicate in its computer files as required by the Receivables Sales Agreement dated as of the date hereof between CFC and the Seller (the "Receivables Sale Agreement"), that the Receivables created in connection with the Accounts (other than Removed Accounts) have been sold, and the Collateral Security assigned, to the Buyer pursuant to this Agreement and sold to the Trust pursuant to the Pooling and Servicing Agreement for the benefit of the Certificateholders and the other Beneficiaries and (b) to deliver to the Buyer a security interest computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Cut-Off Date, in the case of Initial Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, (i) its account number, (ii) the aggregate amount of Receivables outstanding in such Account and (iii) the aggregate amount of Principal Receivables in such Account. Such file or list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. In consideration for the sale of Receivables, together with the related Collateral Security, sold to the Buyer on first Closing Date, the Buyer shall pay to the Seller $495,855,802.38 in cash. Subject to Article VI, the purchase price for the Receivables sold by the Seller to the Issuer, Buyer on each Addition Date and on each Transfer Date thereafter shall be a price agreed to by the Buyer and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after Seller at the time of sale acquisition by the Buyer, which price shall not, in the opinion of the Receivables Buyer, be materially less favorable to the Issuer under this Agreement, Buyer than prices for transactions of a generally similar character at the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest time of the Issuer acquisition taking into account the quality of such Receivables and other pertinent factors; provided that such consideration shall in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall any event not be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreementless than reasonably equivalent value therefor. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties heretoThe Transferor hereby transfers, the Sellerassigns, pursuant sets over, and otherwise conveys to the mutually agreed upon terms contained Issuer, without recourse, all of the Transferor’s right, title and interest in, to and under (i) the Receivables existing on the Closing Date and arising after the Closing Date in this Agreementeach Initial Account, shall selland the Receivables existing on the related Addition Date and arising after that Addition Date in each Additional Account, (ii) all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to the Receivables, (iv) all Collections on the Receivables, and (v) all proceeds of any of the foregoing property. The Transferor does hereby further transfer, assign assign, set over and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), Issuer all of its rightthe Transferor’s rights, title remedies, powers, privileges and interest in and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including, without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any proceeds related and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Issuer. The property described in the two preceding sentences, shall constitute the transferred assets (the “Transferred Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Issuer, the Indenture Trustee or any Noteholder of any obligation of the Transferor, WFBNA, or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange thereforobligation to Obligors, the Issuer shall deliver tomerchant banks, merchants’ clearance systems, VISA®, Mastercard®, American Express®* or to the order of, the Seller the Notes and the Certificateinsurers. (b) In consideration connection with such transfer, assignment, set-over and conveyance, the Transferor agrees to record and file, at its own expense, all financing statements (including any amendments of financing statements and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in the New York UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and to maintain the perfection of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf assignment of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey Receivables to the Issuer, without recourse (subject and to deliver a file-stamped copy of such financing statements, amendments of financing statements or continuation statements or other evidence of such filings to the Seller’s obligations herein): (i) all right, title and interest of the Seller in and Issuer on or prior to the Receivables Closing Date, and all monies due thereon in the case of any amendments of financing statements or paid thereunder or in respect continuation statements filed pursuant to this Section 2.01, as soon as practicable after receipt thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase Transferor. The foregoing transfer, assignment, set-over and * VISA, Mastercard, and American Express are registered trademarks of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant VISA International Service Association, Mastercard International Incorporated, and American Express Company, respectively. conveyance shall be made to the Receivables Issuer, and any accessions thereto; (iii) the interest of the Seller each reference in any proceeds of any Insurance Policies relating this Agreement to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that such transfer, assignment, set—over and conveyance shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”)be construed accordingly. (c) It is In connection with such transfer, the intention Transferor agrees, at its own expense, (i) on or prior to (A) the Closing Date, in the case of the Seller that Initial Accounts, (B) the transfer and assignment contemplated by this Agreement shall constitute a sale applicable Addition Date, in the case of the Collateral from Additional Accounts, and (C) the Seller date when a Transferred Account is created, in the case of any Transferred Account, in each case to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with such Accounts and the related Transferred Assets have been transferred to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement, and pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture, and (ii) on or prior to each such date referred to in clause (i)(A) and (B), to deliver to the Issuer, the Servicer, and the Indenture Trustee an Account Schedule (which such Account Schedule on each such date may omit the balance of the Receivables existing in each Account on each such date, provided that an updated Account Schedule including the balance of Receivables existing in each such Account (which also identifies any Transferred Accounts that were created during the intervening period) shall be delivered within three (3) Business Days thereafter). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement, delivered to the Issuer, the Servicer, and the Indenture Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account, the Transferor further agrees not to alter such indication during the term of this Agreement unless and until (x) such Account becomes a Removed Account or a Defaulted Account or (y) the Transferor has taken all actions that are necessary or appropriate to perfect such sale under maintain the UCCperfection and the priority of the Issuer’s ownership interest in the related Transferred Assets. Promptly after a request from the Issuer, and at least once every two months regardless of whether a request is made by the Issuer, the Transferor must deliver to the Issuer, the Servicer and the Indenture Trustee, an updated Account Schedule (which updated Account Schedule identifies all Transferred Accounts that were created during the applicable intervening period). (d) Although The Accounts shall be identified in the Pool Portfolio Number File with the designation “901”, “902”, “903”, “904” or “905”, and the Transferor shall not instruct or authorize WFBNA to alter such file designation with respect to any Account during the term of this Agreement unless and until (i) an Account becomes a Removed Account or a Defaulted Account or (ii) the Transferor has taken all actions that are necessary or appropriate to maintain the perfection and the priority of the Issuer’s ownership interest in the related Transferred Assets. (e) The parties hereto intend that each transfer of Transferred Assets and other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, conveying good title, free and clear of any liens, claims, encumbrances or rights of others, from the Transferor to the Issuer. If, and to the extent that, notwithstanding such intent, the transfer and assignment contemplated by pursuant to this Agreement Section 2.01 is not deemed to be a sale, in then this agreement shall constitute a security agreement under applicable law, and the event such transfer Transferor shall be deemed hereunder to have granted and assignment is deemed does hereby grant to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in all of the Transferor’s right, title and interest in, to and under (i) the Receivables existing on the Closing Date and arising after the Closing Date in each Initial Account, and the Receivables existing on the related Addition Date and arising after that Addition Date in each Additional Account, (ii) all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to the Receivables, (iv) all Collections on the Receivables, and other Collateral conveyed hereunder and (v) all proceeds of any of the foregoing. This Agreement shall be deemed to be foregoing property and all of the grant of a security interest from the Seller Transferor’s rights, remedies, powers, privileges and claims under or with respect to the Issuer, and Receivables Purchase Agreement (whether arising pursuant to the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Issuer under this Agreement, to secure an obligation in the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest amount of the Issuer in such Receivable and that aggregate Purchase Price transferred to the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this AgreementTransferor. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing premises and the agreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s 's obligations hereinin this Agreement): (i) all right, title and interest of the Seller in and to the Receivables (including all related Receivable Files) listed in Schedule A hereto and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 4.06 or 9.01) after the Cutoff Date; (ii) the interest right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretorelated property; (iii) the interest right of the Seller in any proceeds of from claims on any Insurance Policies relating to physical damage, credit life, credit disability or other insurance policies covering the Receivables Financed Vehicles or the Obligors; (iv) the interest right of the Seller through NMAC to receive payments in respect of any Dealer RecourseRecourse with respect to the Receivables; (v) the rights of the Seller under the Purchase Agreement and the Assignment; (vi) the right of the Seller to realize upon any property (including the right to receive future Net Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase AgreementReceivable; (vii) the right of the Seller in rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date; (viii) all rights of the Seller to receive the Servicing Payments; (ix) all other assets comprising the Owner Trust Estate; and (x) all proceeds of the foregoing; and (viii) . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer all present and future claimsproperty conveyed pursuant to this Section 2.01(a), demands, causes of action and choses in action except for monies received in respect of any the Receivables after the Cutoff Date and before the Closing Date which shall be deposited by NMAC (in its individual capacity or all of as the foregoing Servicer) into the Collection Account no later than the first Record Date after the Closing Date. Concurrently therewith and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectivelyexchange therefor, the “Collateral”)Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificates. (cb) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Receivables from the Seller to the Issuer and the beneficial interest in and title to the Collateral Receivables shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral Receivables pursuant to this Agreement and to perfect such sale under the UCC. (dc) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event if such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral property conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (ed) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records that refer to any Receivable indicate clearly the interest of the Issuer in such Receivable Receivables and that the such Receivable is owned by the Issuer and controlled by the Issuer. Indication of the Issuer’s 's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (fe) Ownership and control of the Receivables, as between among the Issuer and the Indenture Trustee (on behalf of the NoteholdersNoteholders and the Certificateholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration ------------------------- Purchaser's delivery to be delivered to or upon the order of the Seller hereunder, on behalf the Closing Date of the Issuer$______________, the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the IssuerPurchaser, without recourse (subject to the Seller’s obligations herein): (i) all right, title title, and interest of the Seller in and to to: (i) the Receivables and all monies due moneys received thereon on or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date________________, 199_; (ii) the interest of the Seller in the security interests in the Financed Vehicles Assets and any accessions thereto granted by the Obligors pursuant to the Receivables and any accessions theretoother interest of the Seller in such Financed Assets; (iii) the interest of the Seller in any Liquidation Proceeds and any other proceeds of any Insurance Policies relating with respect to the Receivables claims on any physical damage, credit life or the disability insurance policies covering Financed Assets or Obligors, including any vendor's single interest or other collateral protection insurance policy; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and that shall have been repossessed pursuant to acquired by or on behalf of the terms thereofSeller; (v) all documents and other items contained in the Receivable Files; and (vi) the proceeds of any and all of the foregoing. (b) 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 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) (Pooling and Servicing Agreement) and Section 6.04 hereof, the Purchaser may sell, transfer and reassign to the Issuer (i) all or any portion of the assets assigned to the Purchaser hereunder, (ii) all or any portion of the Purchaser's rights and interests of against the Seller under the Receivables Purchase Agreement; this Agreement and (viiiii) 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 foregoing; and (viii) Seller. The Seller waives, to the extent permitted under applicable law, all present and future claims, demands, causes of action and choses in action in respect remedies, whether legal or equitable (including any right of setoff), against the Purchaser or any or all assignee of the foregoing and all payments on or under of every kind and nature whatsoever Purchaser relating to such action by the Purchaser in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled transactions contemplated by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, (Sale and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Servicing Agreement) (Pooling and Servicing Agreement). (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon In consideration of the execution Issuer’s delivery of the Securities to, or upon the order of, the Seller and the receipt by the Seller of the funds drawn under the Notes on the date hereof, the Seller does hereby enter into this Agreement by the parties heretoand agree to fulfill all of its obligations hereunder and hereby sells, the Sellertransfers, pursuant to the mutually agreed upon terms contained in this Agreementassigns, shall sell, transfer, assign sets over and otherwise convey conveys to the Issuer, without recourse (but subject to the Seller’s obligations except as provided in this AgreementSection 2.06), all of its rightpursuant to an assignment in the form attached hereto as Exhibit B (the “PSA Assignment”), title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations herein): (i) all right, title and interest of the Seller in in, to and under: (a) the Retail Notes identified on the Schedule of Retail Notes to the Receivables PSA Assignment delivered to the Issuer and all monies due thereon or paid thereunder or in the Related Security with respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date;those Retail Notes; and (iib) the interest of rights, but not the Seller in the security interests in the Financed Vehicles granted obligations, acquired by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds Agreement and the PA Assignment pursuant to Section 2.01 of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in Purchase Agreement with respect of any or all of to the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) Receivables. It is the intention of the Seller and the Issuer that the transfer and assignment contemplated by this Agreement Section 2.01 shall constitute a sale of the Collateral from Receivables and Related Security by the Seller to the Issuer and the beneficial interest in and title to the Collateral assets conveyed pursuant to this Section 2.01 shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees intends to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect treat such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be as a salesale for tax and other purposes and as a secured financing for accounting purposes. Notwithstanding the foregoing, in the event a court of competent jurisdiction determines that such transfer and assignment did not constitute such a sale or that such sale shall for any reason be ineffective or unenforceable or that such beneficial interest is a part of the Seller’s estate (any of the foregoing, a “Recharacterization”), then (i) the Seller shall be deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give have granted to the Issuer a first priority perfected security interest in all of the Seller’s right title and interest in, to and under the Receivablesassets conveyed pursuant to this Section 2.01, and other Collateral the Seller hereby grants such security interest and (ii) the assets conveyed hereunder and all proceeds of any of the foregoing. This Agreement 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 the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Receivables included in the assets conveyed pursuant to this Section 2.01 and all other monies payable under the 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 Seller is or may be entitled to do or receive under or with respect to the grant assets conveyed pursuant to this Section 2.01. For purposes of such grant, this Agreement shall constitute a security interest from agreement under the UCC. In the case of any Recharacterization, each of the Seller and the Issuer represents and warrants as to itself that each remittance of Collections by the Seller to the Issuer, Issuer hereunder or in connection herewith will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and the Issuer shall have all and (ii) made in the rights, powers and privileges ordinary course of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale business or financial affairs of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable Seller and that the Receivable is owned and controlled by the Issuer. Indication of Within two Business Days after the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only whenClosing Date, the Receivable has been paid in full, repurchased Seller shall cause to be deposited into the Collection Account all collections (from whatever source) on or assigned 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. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the By execution of this Agreement by the parties heretoAgreement, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (but subject except as expressly provided herein), to the Seller’s obligations Buyer on the first Effective Date, in this Agreementthe case of Accounts existing as of the Effective Date (the "Existing Accounts"), and on the applicable Addition Date, in the case of Additional Accounts, all of its right, title and interest in, to and under the Receivables in each Account and all Collateral Security with respect thereto owned by the Seller at the close of business on the Effective Date, in the case of the Existing Accounts, and on the applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC and Recoveries) thereof and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. Subject to Article VI, as of each Business Day prior to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be earlier of (x) the occurrence of an Early Amortization Event specified in this Agreement. Concurrently therewith and in exchange thereforSection 9.1(b), the Issuer shall deliver to(c), (d), or to the order of, the Seller the Notes and the Certificate. (be) In consideration of the foregoing Pooling and other good Servicing Agreement and valuable consideration to be delivered to (y) the Seller hereunderTrust Termination Date, on behalf of which Receivables are created in the IssuerAccounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign assign, set over and otherwise convey to the Issuerconvey, without recourse (subject except as expressly provided herein), to the Seller’s obligations herein): (i) Buyer, all of its right, title and interest of the Seller in and to the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right of the Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase Agreement; (vii) all proceeds of the foregoing; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (c) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral from the Seller to the Issuer and the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the ReceivablesReceivables in each Account (other than any Receivables created in any Removed Account from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Buyer, all monies due or to become due and other Collateral conveyed hereunder all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC and Recoveries) thereof and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. The foregoing sale, transfer, assignment, set-over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Buyer of any obligation of the Servicer, the Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreements, the Floorplan Agreements and any Participation Agreement and any other obligation to any Dealer or Manufacturer. On the Effective Date, the Seller hereby contributes as capital to the Buyer (i) Receivables in the amount of three billion two hundred sixty-eight million six hundred eighty-six Contribution and Sale Agreement thousand five hundred seventy-six dollars ($3,268,686,576), together with the related Collateral Security and Floorplan Rights (defined below) and (ii) all of the Seller's right, title and interest in, to and under the Pooling and Servicing Agreement. Subject to Article VI, the purchase price for the Receivables sold by the Seller to the Buyer on each Addition Date and on each Transfer Date thereafter shall be a price agreed to by the Buyer and the Seller at the time of acquisition by the Buyer, which price shall not, in the opinion of the Buyer, be materially less favorable to the Buyer than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors, including, without limitation, prevailing interest rates; provided that such consideration shall in any event not be less than reasonably equivalent value therefor. At its option from time to time, the Seller may convey as a capital contribution to the Buyer Receivables together with the related Collateral Security and Floorplan Rights (or interests in any of the foregoing). This In connection with such contributions and sales, the Seller agrees (i) to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) naming the Seller as "debtor" and the Buyer as "secured party" thereon with respect to the Receivables now existing and hereafter created for the sale of chattel paper, accounts or general intangibles (as defined in the UCC) 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, the Collateral Security and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements (the "Floorplan Rights") to the Buyer, and to perfect the contribution of any items contemplated by this Agreement, and (ii) to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer promptly following such filing. In addition, the Seller shall cause to be timely filed in the appropriate filing office any UCC-1 financing statement and continuation statement necessary to perfect any sale of Receivables to the Seller. The Buyer shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such contribution and sales. The parties hereto intend that the transfers of Receivables and other items effected by this Agreement be sales (or, in the case of contributions, true contributions). In connection with such contribution and sales, the Seller further agrees, at its own expense, on or prior to the Effective Date, in the case of Existing Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (a) to indicate in its books and records, which may include computer files, that the Receivables created in connection with the Accounts (other than Removed Accounts) have been sold, and the Collateral Security and the Floorplan Rights assigned, to the Buyer pursuant to this Agreement and sold to the Trust pursuant to the Pooling and Servicing Agreement for the benefit of the Certificateholders and the other Beneficiaries and (b) to deliver to the Buyer a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Effective Date, in the case of Existing Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, (i) its account number and (ii) the aggregate amount of Principal Receivables in such Account. Such file or list, as supplemented from time to time to Contribution and Sale Agreement reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. In the event that such contributions, sales and assignments are deemed to constitute a pledge of security for a loan, it is the intent of this Agreement that the Seller shall be deemed to be have granted to the grant of Buyer a first priority perfected security interest from the Seller to the Issuer, and the Issuer shall have in all the rights, powers and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables Seller's right, title and interest to the Issuer and under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (fi) Ownership and control of the Receivables, as between the Issuer Collateral Security and all proceeds thereof and the Indenture Trustee Floorplan Agreements and (on behalf of ii) the Noteholders) Pooling and Servicing Agreement, and that this Agreement shall be governed by the Indentureconstitute a security agreement under applicable law.

Conveyance of Receivables. (a) Upon In consideration of the execution Depositor’s delivery to or upon the order of this Agreement by the parties heretoSeller on the Closing Date of $1,329,862,820.83 (the “Purchase Price”) in the form of cash and delivery to or upon the order of the Seller of the Class A-1 Notes and the Class B Notes, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall Seller does hereby irrevocably sell, transfer, assign assign, set over and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the IssuerDepositor, without recourse (subject to the Seller’s obligations of the Seller set forth herein): (i) all right, title title, and interest of the Seller Seller, whether now or hereinafter acquired, in and to the Receivables Trust Property. (b) The transfer, assignment and all monies due thereon or paid thereunder or conveyance made hereunder shall not constitute and is not intended to result in respect thereof (including proceeds of the repurchase of Receivables an assumption by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01) after the Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions thereto; (iii) the interest of the Seller in any proceeds Depositor of any Insurance Policies relating to the Receivables or the Obligors; (iv) the interest of the Seller in any Dealer Recourse; (v) the right obligation of the Seller to realize upon the Obligors or any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under other Person in connection with the Receivables Purchase Agreement; (vii) all proceeds of and the foregoing; and (viii) all present and future claimsother Trust Property or any agreement, demands, causes of action and choses in action in respect of any document or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”)instrument related thereto. (c) It is The Seller and the intention of the Seller Depositor intend that the transfer and assignment contemplated of assets by the Seller to the Depositor pursuant to this Agreement shall constitute be a sale of the Collateral from the Seller ownership interest in such assets to the Issuer and Depositor, rather than the beneficial interest in and title to the Collateral shall not be part of the Seller’s estate in the event of the filing mere granting of a bankruptcy petition by or against security interest to secure a borrowing. In the Seller under any bankruptcy law. The Seller agrees event, however, that such transfer is deemed not to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral pursuant to this Agreement and to perfect such sale under the UCC. (d) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed sale but to be the grant of a security interest from to secure a borrowing, the Seller shall be deemed to have hereby granted to the IssuerDepositor 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 Trust Property, which security interest shall be perfected and of first priority, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the Issuer shall have all the rights, powers Sale and privileges of a secured party under the UCC. (e) In connection with the foregoing conveyanceServicing Agreement and Section 7.04 hereof, the Servicer shall maintain its computer system so thatDepositor may sell, from transfer and after the time of sale of the Receivables assign to the Issuer (i) all or any portion of the assets assigned to the Depositor hereunder, (ii) all or any portion of the Depositor’s rights against the Seller under this Agreement and (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 Servicer’s electronic files which are maintained for Seller. The Seller waives, to the purpose extent permitted under applicable law, all claims, causes of identifying retail installment sales contracts which have been transferred 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 securitizations will show the interest of the Issuer in such Receivable and that the Receivable is owned and controlled transactions contemplated by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, Sale and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Servicing Agreement. (f) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing promises and the agreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s 's obligations hereinin this Agreement): (i) all right, title and interest of the Seller in and to the Receivables (including all related Receivable Files) listed in Schedule A hereto and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 4.06 or 9.01) after the Cutoff Date; (ii) the interest right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretorelated property; (iii) the interest right of the Seller in any proceeds of from claims on any Insurance Policies relating to physical damage, credit life, credit disability or other insurance policies covering the Receivables Financed Vehicles or the Obligors; (iv) the interest right of the Seller through NMAC to receive payments in respect of any Dealer RecourseRecourse with respect to the Receivables; (Nissan 2004-C Sale and Servicing Agreement) (v) the rights of the Seller under the Purchase Agreement and the Assignment; (vvi) the right of the Seller to realize upon any property (including the right to receive future Net Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase AgreementReceivable; (vii) the right of the Seller in rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date; (viii) all other assets comprising the Owner Trust Estate; and (ix) all proceeds of the foregoing; and (viii) . On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer all present and future claimsproperty conveyed pursuant to this Section 2.01(a), demands, causes of action and choses in action except for monies received in respect of any the Receivables after the Cutoff Date and before the Closing Date which shall be deposited by NMAC (in its individual capacity or all of as the foregoing Servicer) into the Collection Account no later than the first Record Date after the Closing Date. Concurrently therewith and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectivelyexchange therefor, the “Collateral”)Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificates. (cb) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Receivables from the Seller to the Issuer and the beneficial interest in and title to the Collateral Receivables shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral Receivables pursuant to this Agreement and to perfect such sale under the UCC. (dc) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event if such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral property conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (ed) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records that refer to any Receivable indicate clearly the interest of the Issuer in such Receivable Receivables and that the such Receivable is owned by the Issuer and controlled by the Issuer. Indication of the Issuer’s 's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement.. (Nissan 2004-C Sale and Servicing Agreement) (fe) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders) Noteholders and the Certificateholders), shall be governed by the Indenture.

Conveyance of Receivables. (a) Upon the execution of this Agreement by the parties hereto, the Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any Dealer Recourse and such other items as shall be specified in this Agreement. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificate. (b) In consideration of the foregoing premises and the agreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s 's obligations hereinin this Agreement): (i) all right, title and interest of the Seller in and to the Receivables (including all related Receivable Files) listed in Schedule A hereto and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 4.06 or 9.01) after the Cutoff Date; (ii) the interest right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any accessions theretorelated property; (iii) the interest right of the Seller in any proceeds of from claims on any Insurance Policies relating to physical damage, credit life, credit disability or other insurance policies covering the Receivables Financed Vehicles or the Obligors; (iv) the interest right of the Seller through NMAC to receive payments in respect of any Dealer RecourseRecourse with respect to the Receivables; (v) the rights of the Seller under the Purchase Agreement and the Assignment; (vi) the right of the Seller to realize upon any property (including the right to receive future Net Liquidation Proceeds) that shall have secured a Receivable and have been repossessed pursuant to the terms thereof; (vi) the rights and interests of the Seller under the Receivables Purchase AgreementReceivable; (vii) the right of the Seller in rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date; (viii) all other assets comprising the Owner Trust Estate; and (ix) all proceeds of the foregoing; and (viii. On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer all property conveyed pursuant to this Section 2.01(a) all present and future claims, demands, causes of action and choses in action except for monies received in respect of any the Receivables after the Cutoff Date and before the Closing Date which shall be deposited by NMAC (in its individual capacity or all of as the foregoing Servicer) into the Collection Account no later than the first Record Date after the Closing Date. Concurrently therewith and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectivelyexchange therefor, the “Collateral”)Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificates. (cb) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Collateral Receivables from the Seller to the Issuer and the beneficial interest in and title to the Collateral Receivables shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Collateral Receivables pursuant to this Agreement and to perfect such sale under the UCC. (dc) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, in the event if such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other Collateral property conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (ed) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records that refer to any Receivable indicate clearly the interest of the Issuer in such Receivable Receivables and that the such Receivable is owned by the Issuer and controlled by the Issuer. Indication of the Issuer’s 's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement. (fe) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the NoteholdersNoteholders and the Certificateholders) shall be governed by the Indenture.