Common use of Conveyance of Receivables Clause in Contracts

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor of the Notes and the Certificates, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arising: (i) the Receivables and all moneys received thereon after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ix) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunder.

Conveyance of Receivables. (a) In consideration of the IssuerDepositor’s delivery to or upon the order Seller on the Closing Date of an amount equal to the estimated fair market value of the Depositor Purchased Assets, which amount shall be paid in the form of (i) cash, less the par value of the Retained Notes, if any, to be issued to the Seller on the Closing Date, (ii) Retained Notes and (iii) a capital contribution initially made by the CertificatesSeller to the Depositor (collectively, the Depositor “Purchase Price”), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, Depositor without recourse (subject to the obligations of the Depositor set forth Seller herein), ) all right, title title, and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (i) the Receivables and all moneys received identified thereon on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a any Receivable and that shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixvii) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viiivi) above, the “Conveyed Purchased Assets”). It is the intention The Depositor shall make payment in respect of the Purchase Price upon demand by the Seller. The Depositor shall deposit an amount equal to the Reserve Account Deposit into the Reserve Account on the Closing Date, which account shall be an asset of the Issuer and pledged to the Indenture Trustee pursuant to the Indenture. (b) The Seller and the Depositor intend that the transfer and assignment contemplated of the Purchased Assets by the Seller to the Depositor pursuant to this Agreement shall constitute be a sale of the Receivables and other related property from the Depositor ownership interest in such assets to the Trust and Depositor, rather than the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing mere granting of a bankruptcy petition by or against the Depositor under any bankruptcy lawsecurity interest to secure a borrowing. In the event thatevent, notwithstanding the intent of the Depositorhowever, the that such transfer and assignment contemplated hereby is held deemed not to be a salesale but to be of a mere security interest to secure a borrowing or such transfer is otherwise not effective to sell the Receivables and other property described in Section 2.01(a) hereof, the Seller shall be deemed to have hereby granted to the Depositor a perfected first priority security interest in all such assets, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the Sale and Servicing Agreement and Section 7.04 hereof, and the Depositor hereby grants may sell, transfer and assign to the Issuer a first priority perfected security interest in (i) all or any portion of the assets assigned to the Depositor hereunder, (ii) all or any portion of the Depositor’s rightrights 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, title and interest in and without further notice to or acknowledgement from the Seller. The Seller waives, to the Conveyed Assetsextent permitted under applicable law, all claims, causes of action and remedies, whether now owned legal or existing equitable (including any right of setoff), against the Depositor or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates any assignee 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 the Depositor relating to such Conveyed Assets, as security for action by the Depositor’s obligations hereunderDepositor in connection with the transactions contemplated by the Sale and Servicing Agreement.

Conveyance of Receivables. (a) In consideration of the Issuer’s delivery to or upon the order of the Depositor Seller of the Notes Certificates and the Certificatesnet proceeds of the sale of the Notes, less an amount equal to the Reserve Fund Initial Deposit to be deposited to the Reserve Fund and the Yield Supplement Account Deposit to be deposited to the Yield Supplement Account, each on the Closing Date, the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor Seller set forth herein), all right, title and interest of the Depositor in Seller in, to and to the following assets and property, whether now owned or existing or hereafter acquired or arisingunder: (i) the Receivables and all moneys received monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.04 or the purchase of Receivables by the Servicer pursuant to Section 3.08 or 8.01) on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and proceeds of any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability 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 related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any proceeds of Dealer Recourse; (v) the 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 shall have been acquired repossessed by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsIssuer; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts Accounts, including the Reserve Fund Initial Deposit and the Certificate Distribution Yield Supplement Account Deposit, and in all investments therein investment income and proceeds thereof (including all Investment Earnings thereon)thereof; (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer AgreementServicer Letter of Credit; and (ix) the proceeds of any and all of the foregoing (collectivelyforegoing. The Seller hereby confirms to the Issuer that, with as of the assets listed in clauses (i) through (viii) aboveClosing Date, the “Conveyed Assets”). It is Seller shall have caused the intention portions of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other all related property from the Depositor to the Trust and the beneficial interest in and title electronic records relating to the Receivables to be clearly and unambiguously marked, and shall have made the related property shall not appropriate entries in its general accounting records, to indicate that such Receivables have been transferred and sold to the Issuer. (b) The parties hereto intend that the conveyance hereunder be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy lawsale. In the event that, notwithstanding that the intent of the Depositor, the transfer and assignment contemplated hereby conveyance hereunder is held not to be for any reason considered a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor Seller hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s its right, title and interest in in, to and to under the Conveyed Assets, whether now owned or existing or hereafter acquired or arisingReceivables, and under 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 conveyed hereunder and all proceeds of any of the foregoing. The parties hereto intend that this Agreement constitute a security agreement under applicable law. Such grant is made to such Conveyed Assets, as security for secure the Depositor’s obligations payment of all amounts payable hereunder.

Conveyance of Receivables. In consideration of the IssuerWOAR’s delivery to or upon the order of the Depositor World Omni of the Notes and the CertificatesPurchase Price (as defined in Section 2.02(a) below), the Depositor World Omni does hereby sell, transfer, assign, set over and otherwise convey to the IssuerWOAR, without recourse (subject to the obligations of the Depositor set forth World Omni herein), (i) on the Closing Date pursuant to a written assignment substantially in the form of Exhibit A (the “Initial RPA Assignment”), and (ii) if there is a Funding Period, on each Subsequent Transfer Date (each, together with the Closing Date, a “Purchase Date”), pursuant to an assignment substantially in the form of Exhibit B (each, a “Subsequent Transfer RPA Assignment” and, together with the Initial RPA Assignment, each an “RPA Assignment”) up to the Available Purchase Amount, in each case, all right, title and interest of the Depositor World Omni, whether now owned or hereafter acquired, and wherever located, in and to the following assets and property, whether now owned or existing or hereafter acquired or arising:(but none of the obligations of World Omni with respect to): (ia) the Receivables identified in the applicable Schedule of Receivables to the applicable 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 moneys monies received thereon after the close of business on the applicable Cutoff Date; (iib) the security interests in in, and the liens on, the Financed Vehicles and any accessions thereto granted by Obligors pursuant to in connection with the Receivables identified in the applicable RPA Assignment and any other interest of World Omni in the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables identified in the applicable RPA Assignment from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property Financed Vehicle that shall have secured a Receivable identified in the applicable RPA Assignment and shall have been acquired by or on behalf of World Omni, WOAR, or, upon the Depositor, a Sellerassignment contemplated by the Sale and Servicing Agreement, the Servicer or the Trust; (ve) all documents “accounts,” “chattel paper,” “general intangibles” and other items contained “promissory notes” (as such terms are defined in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit Uniform Commercial Code as from time to time in effect) constituting or relating to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementforegoing; and (ixf) the proceeds of any and all of the foregoing (collectivelyincluding Liquidation Proceeds); provided, with however, that the assets listed in clauses foregoing items (ia) through (viiif) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of include the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderPurchase Price.

Conveyance of Receivables. In consideration of (a) On the Issuer’s delivery to or upon the order of the Depositor of the Notes and the CertificatesClosing Date, the Depositor does Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the IssuerPurchaser and the Purchaser hereby agrees to purchase from the Seller, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor in Seller in, to and to under the following assets and property, whether now owned or existing or hereafter created or acquired or arising:(all of the property described in this Section 2.1(a) being collectively referred to herein as the “First Step Transferred Property”): (i) the Receivables and all moneys instruments and all monies due or to become due or received thereon by any Person in payment of any of the foregoing on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and securing such Receivables (including any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesVehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (iii) any Liquidation Proceeds the Receivable Files and Recoveries and any other proceeds the Servicer Files related to such Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest monies collected from whatever source in connection with any default of an Obligor or other collateral protection insurance policy; (iv) with respect to any property that shall have secured a Receivable such Financed Vehicle and shall have been acquired by any proceeds from claims or refunds of premiums on behalf of the Depositor, a Seller, the Servicer or the Trustany Insurance Policy; (v) all documents guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other items contained in agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivable FilesReceivables, whether pursuant to the related Contracts or otherwise; (vi) all of the Depositor’s rights (but not its obligations) to payment under the Receivables Purchase Agreementsall service contracts and other contracts and agreements associated with such Receivables; (vii) all Liquidation Proceeds related to any such Receivable received on or after the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)Cutoff Date; (viii) subject to the Transaction Documents and the Master Agency Agreement, all proceeds from any Receivable repurchased by a Dealer pursuant deposit accounts, monies, deposits, funds, accounts and instruments relating to a Dealer Agreement; andthe foregoing (excluding payments or recoveries in respect of the Receivables received prior to the Cutoff Date); (ix) the proceeds of any and all of the foregoing foregoing; and (collectivelyx) all present and future claims, with the assets listed demands, causes of action and choses in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention action in respect of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale any of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s rightforegoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, title and interest in and to including all proceeds of the Conveyed Assetsconversion thereof, whether now owned voluntary or existing involuntary, into cash or hereafter acquired or arising, and under other liquid property; all accounts, moneygeneral intangibles, chattel paper, securities, instruments, documents, money, investment property, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract letter-of-credit rights, goods insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property consisting ofwhich at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) In connection with the purchase and sale of the First Step Transferred Property hereunder, arising the Seller agrees, at its own expense, (i) to annotate and indicate on its books and records (including any computer files) that the Receivables were sold and transferred to the Purchaser pursuant to this Agreement, (ii) to deliver to the Purchaser (or its designee) all Collections on the Receivables, if any, received on or after the Cutoff Date, and (iii) to deliver to the Purchaser an assignment substantially in the form (or in such other form as shall be mutually acceptable to the Seller and the Purchaser) attached hereto as Exhibit A (the “First Step Receivables Assignment”). (c) In consideration of the sale of the Receivables from or relating the Seller to the Purchaser as provided herein, the Purchaser shall pay to the Seller an amount equal to the Receivables Purchase Price. A portion of the Receivables Purchase Price shall be paid to the Seller in immediately available funds and the balance of such Conveyed Assetspurchase price shall be paid through the transfer of approximately five percent of the Notes and Certificates retained for risk retention purposes and any other Retained Notes. (d) The Purchaser hereby directs the Seller to transfer all Electronic Contracts included in the First Step Transferred Property directly to the Grantor Trust, as security for assignee under the Depositor’s obligations hereunderReceivables Contribution Agreement of the Issuing Entity, who is the assignee of the Purchaser under the Receivables Transfer Agreement.

Conveyance of Receivables. In consideration of (a) On the Issuer’s delivery to or upon the order of the Depositor of the Notes and the CertificatesClosing Date, the Depositor does hereby agrees to sell, transfer, assign, set over and otherwise convey to the IssuerIssuing Entity and the Issuing Entity hereby agrees to purchase from the Depositor, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor in in, to and to under the following assets and property, whether now owned or existing or hereafter created or acquired or arising:(all of the property described in this Section 2.1(a) being collectively referred to herein as the “Second Step Transferred Property”): (i) the Receivables and all moneys instruments and all monies due or to become due or received thereon by any Person in payment of any of the foregoing on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and securing such Receivables (including any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesVehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (iii) any Liquidation Proceeds the Receivable Files and Recoveries and any other proceeds the Servicer Files related to such Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest monies collected from whatever source in connection with any default of an Obligor or other collateral protection insurance policy; (iv) with respect to any property that shall have secured a Receivable such Financed Vehicle and shall have been acquired by any proceeds from claims or refunds of premiums on behalf of the Depositor, a Seller, the Servicer or the Trustany Insurance Policy; (v) all documents guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other items contained in agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivable FilesReceivables, whether pursuant to the related Contracts or otherwise; (vi) all of the Depositor’s rights (but not its obligations) to payment under the Receivables Purchase Agreementsall service contracts and other contracts and agreements associated with such Receivables; (vii) all Liquidation Proceeds related to any such Receivable received on or after the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)Cutoff Date; (viii) subject to the Transaction Documents and the Master Agency Agreement, all proceeds from any Receivable repurchased by a Dealer pursuant deposit accounts, monies, deposits, funds, accounts and instruments relating to a Dealer Agreement; andthe foregoing (excluding payments or recoveries in respect of the Receivables received prior to the Cutoff Date); (ix) the Receivables Purchase Agreement, including the right of the Depositor to cause the Seller to repurchase Receivables under certain circumstances; (x) the proceeds of any and all of the foregoing; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any of all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (collectively, b) In connection with the assets listed in clauses purchase and sale of the Second Step Transferred Property hereunder, the Depositor agrees, at its own expense, (i) through to annotate and indicate on its books and records (viiiincluding any computer files) abovethat the Receivables were sold and transferred to the Issuing Entity pursuant to this Agreement, (ii) to deliver to the Issuing Entity (or its designee) all Collections on the Receivables, if any, received on or after the Cutoff Date, and (iii) to deliver to the Issuing Entity an assignment substantially in the form (or in such other form as shall be mutually acceptable to the Depositor and the Issuing Entity) attached hereto as Exhibit A (the “Conveyed AssetsSecond Step Receivables Assignment”). It is the intention . (c) In consideration of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust Issuing Entity as provided herein, the Issuing Entity shall deliver to, or upon the order of, the Depositor the Notes and Certificates (the beneficial interest “Purchase Price”). (d) The Issuing Entity hereby directs the Depositor to transfer all Electronic Contracts included in and title the Second Step Transferred Property directly to the Grantor Trust, as assignee under the Receivables and the related property shall not be part Contribution Agreement of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderIssuing Entity.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor of cash, the Notes Certificates and such other amounts to be distributed to the CertificatesDepositor on the Closing Date, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (ia) the Receivables and all moneys received identified thereon after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit credit, life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (ve) all documents and other items contained in the Receivable Files; (vif) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsAgreement; (viig) all right, title and interest in the Trust Accounts and all funds on deposit funds, securities or other assets credited from time to time in to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereonwith respect to the Reserve Account and the initial Reserve Account Deposit); (viiih) all any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixi) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (ia) through (viiih) above, the “Conveyed Assets”). The Depositor and the Issuer agree that the purchase price for the Conveyed Assets sold by the Depositor to the Issuer represents fair market value for the Conveyed Assets. It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property Conveyed Assets from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a salesale or is otherwise not effective to sell the Conveyed Assets, this Agreement shall constitute a security agreement under applicable law, and grant by the Depositor hereby grants to the Issuer of a first priority perfected security interest in all of the Depositor’s right, title Conveyed Assets and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderbenefit of the Securityholders.

Conveyance of Receivables. In consideration of (a) On the Issuer’s delivery to or upon the order of the Depositor of the Notes and the CertificatesClosing Date, the Depositor does Issuing Entity hereby agrees to sell, transfer, assign, set over and otherwise convey to the IssuerGrantor Trust and the Grantor Trust hereby agrees to purchase from the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor in Issuing Entity in, to and to under the following assets and property, whether now owned or existing or hereafter created or acquired or arising:(all of the property described in this Section 2.1(a) being collectively referred to herein as the “Third Step Transferred Property”): (i) the Receivables and all moneys instruments and all monies due or to become due or received thereon by any Person in payment of any of the foregoing on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and securing such Receivables (including any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesVehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (iii) any Liquidation Proceeds the Receivable Files and Recoveries and any other proceeds the Servicer Files related to such Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest monies collected from whatever source in connection with any default of an Obligor or other collateral protection insurance policy; (iv) with respect to any property that shall have secured a Receivable such Financed Vehicle and shall have been acquired by any proceeds from claims or refunds of premiums on behalf of the Depositor, a Seller, the Servicer or the Trustany Insurance Policy; (v) all documents guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other items contained in agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivable FilesReceivables, whether pursuant to the related Contracts or otherwise; (vi) all of the Depositor’s rights (but not its obligations) to payment under the Receivables Purchase Agreementsall service contracts and other contracts and agreements associated with such Receivables; (vii) all Liquidation Proceeds related to any such Receivable received on or after the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)Cutoff Date; (viii) subject to the Transaction Documents and the Master Agency Agreement, all proceeds from any Receivable repurchased by a Dealer pursuant deposit accounts, monies, deposits, funds, accounts and instruments relating to a Dealer Agreement; andthe foregoing (excluding payments or recoveries in respect of the Receivables received prior to the Cutoff Date); (ix) the Receivables Purchase Agreement and the Receivables Transfer Agreement, including the right of the Issuing Entity to cause the Seller or the Depositor to repurchase Receivables under certain circumstances; (x) the proceeds of any and all of the foregoing foregoing; and (collectivelyxi) all present and future claims, with the assets listed demands, causes of action and choses in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention action in respect of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale any of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s rightforegoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, title and interest in and to including all proceeds of the Conveyed Assetsconversion thereof, whether now owned voluntary or existing involuntary, into cash or hereafter acquired or arising, and under other liquid property; all accounts, moneygeneral intangibles, chattel paper, securities, instruments, documents, money, investment property, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract letter-of-credit rights, goods insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property consisting which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) In connection with the purchase and sale of the Third Step Transferred Property hereunder, the Issuing Entity agrees, at its own expense, (i) to annotate and indicate on its books and records that the Receivables were sold and transferred to the Grantor Trust pursuant to this Agreement, (ii) to deliver to the Grantor Trust (or its designee) all Collections on the Receivables, if any, received on or after the Cutoff Date, and (iii) to deliver to the Grantor Trust an assignment substantially in the form (or in such other form as shall be mutually acceptable to the Issuing Entity and the Grantor Trust) attached hereto as Exhibit A (the “Third Step Receivables Assignment”). (c) In consideration of the sale of the Receivables from the Issuing Entity to the Grantor Trust as provided herein, the Grantor Trust shall deliver to, or upon the order of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderIssuing Entity the Grantor Trust Certificate (the “Purchase Price”).

Conveyance of Receivables. (a) In consideration of the Issuer’s 's delivery to or upon the order of the Depositor Seller of the Notes Certificates and the Certificatesnet proceeds of the sale of the Notes, less an amount equal to the Reserve Fund Initial Deposit to be deposited to the Reserve Fund and the Yield Supplement Account Deposit to be deposited to the Yield Supplement Account, each on the Closing Date, the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor Seller set forth herein), all right, title and interest of the Depositor in Seller in, to and to the following assets and property, whether now owned or existing or hereafter acquired or arisingunder: (i) the Receivables and all moneys received monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.04 or the purchase of Receivables by the Servicer pursuant to Section 3.08 or 8.01) on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and proceeds of any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability 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 related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any proceeds of Dealer Recourse; (v) the 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 shall have been acquired repossessed by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsIssuer; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts Accounts, including the Reserve Fund Initial Deposit and the Certificate Distribution Yield Supplement Account Deposit, and in all investments therein investment income and proceeds thereof (including all Investment Earnings thereon)thereof; (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer AgreementServicer Letter of Credit; and (ix) the proceeds of any and all of the foregoing (collectivelyforegoing. The Seller hereby confirms to the Issuer that, with as of the assets listed in clauses (i) through (viii) aboveClosing Date, the “Conveyed Assets”). It is Seller shall have caused the intention portions of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other all related property from the Depositor to the Trust and the beneficial interest in and title electronic records relating to the Receivables to be clearly and unambiguously marked, and shall have made the related property shall not appropriate entries in its general accounting records, to indicate that such Receivables have been transferred and sold to the Issuer. (b) The parties hereto intend that the conveyance hereunder be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy lawsale. In the event that, notwithstanding that the intent of the Depositor, the transfer and assignment contemplated hereby conveyance hereunder is held not to be for any reason considered a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor Seller hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s its right, title and interest in in, to and to under the Conveyed Assets, whether now owned or existing or hereafter acquired or arisingReceivables, and under 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 conveyed hereunder and all proceeds of any of the foregoing. The parties hereto intend that this Agreement constitute a security agreement under applicable law. Such grant is made to such Conveyed Assets, as security for secure the Depositor’s obligations payment of all amounts payable hereunder.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor of cash, the Notes Certificates and such other amounts to be distributed to the CertificatesDepositor on the Closing Date, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (ia) the Receivables and all moneys received identified thereon after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit credit, life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (ve) all documents and other items contained in the Receivable Files; (vif) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsAgreement; (viig) all right, title and interest in the Trust Accounts and all funds on deposit funds, securities or other assets credited from time to time in to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereonthe initial Reserve Account Deposit); (viiih) all any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixi) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (ia) through (viiih) above, the “Conveyed Assets”). The Depositor and the Issuer agree that the purchase price for the Conveyed Assets sold by the Depositor to the Issuer represents fair market value for the Conveyed Assets. It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property Conveyed Assets from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a salesale or is otherwise not effective to sell the Conveyed Assets, this Agreement shall constitute a security agreement under applicable law, and grant by the Depositor hereby grants to the Issuer of a first priority perfected security interest in all of the Depositor’s right, title Conveyed Assets and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderbenefit of the Securityholders.

Conveyance of Receivables. (a) In consideration of the Issuer’s delivery to or upon the order of the Depositor Seller of the Notes Certificates and the Certificatesnet proceeds of the sale of the Notes, less an amount equal to the Reserve Fund Initial Deposit to be deposited to the Reserve Fund and the Yield Supplement Account Deposit to be deposited to the Yield Supplement Account, each on the Closing Date, the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor Seller set forth herein), all right, title and interest of the Depositor in Seller in, to and to the following assets and property, whether now owned or existing or hereafter acquired or arisingunder: (i) the Receivables and all moneys received monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.04 or the purchase of Receivables by the Servicer pursuant to Section 3.08 or 8.01) on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and proceeds of any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life, credit disability or optional insurance policies relating to the Receivables or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any proceeds of Dealer Recourse (excluding Receivables repurchased from the Issuer); (v) the 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 shall have been acquired repossessed by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsIssuer; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts Accounts, including the Reserve Fund Initial Deposit and the Certificate Distribution Yield Supplement Account Deposit, and in all investments therein investment income and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementthereof; and (ixviii) the proceeds of any and all of the foregoing (collectivelyforegoing. The Seller hereby confirms to the Issuer that, with as of the assets listed in clauses (i) through (viii) aboveClosing Date, the “Conveyed Assets”). It is Seller shall have caused the intention portions of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other all related property from the Depositor to the Trust and the beneficial interest in and title electronic records relating to the Receivables to be clearly and unambiguously marked, and shall have made the related property shall not appropriate entries in its general accounting records, to indicate that such Receivables have been transferred and sold to the Issuer. (b) The parties hereto intend that the conveyance hereunder be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy lawsale (other than for tax purposes). In the event that, notwithstanding that the intent of the Depositor, the transfer and assignment contemplated hereby conveyance hereunder is held not to be for any reason considered a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor Seller hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s its right, title and interest in in, to and to under the Conveyed Assets, whether now owned or existing or hereafter acquired or arisingReceivables, and under 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 ofconveyed hereunder and all proceeds of any of the foregoing, arising from or relating and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to such Conveyed Assets, as security for secure the Depositor’s obligations payment of all amounts payable hereunder.

Conveyance of Receivables. (a) In consideration of the Issuer’s delivery promises and the agreements, provisions and covenants herein contained and other good and valuable consideration to or upon be delivered to the order Seller hereunder, on behalf of the Depositor of the Notes and the CertificatesIssuer, the Depositor Seller does hereby sell, transfer, assign, set over assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations of the Depositor set forth herein), in this Agreement): (i) all right, title and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arising: Receivables (iincluding all related Receivable Files) the Receivables listed in Schedule A hereto and all moneys received 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 4.06 or 9.01) after the close of business on the Cutoff Cut-off Date; (ii) the right 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 other interest of the Depositor in such Financed Vehiclesrelated property; (iii) the right of the Seller in any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life life, credit disability or disability other insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) the right of the Seller through NMAC to receive payments in respect of any Dealer Recourse 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 shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsReceivable; (vii) the Trust Accounts right of the Seller in rebates of premiums and all funds on deposit from time other amounts relating to time insurance policies and other items financed under the Receivables in effect as of the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)Cut-off Date; (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementother assets comprising the Owner Trust Estate; and (ix) the all proceeds of any and the foregoing. 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), except for monies received in respect of the foregoing Receivables after the Cut-off Date and before the Closing Date which shall be deposited by NMAC (collectively, with in its individual capacity or as the assets listed Servicer) into the Collection Account no later than the first Record Date after the Closing Date. Concurrently therewith and in clauses (i) through (viii) aboveexchange therefor, the “Conveyed Assets”). Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificates. (b) It is the intention of the Depositor Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the related property shall not be part of the DepositorSeller’s estate in the event of the filing of a bankruptcy petition by or against the Depositor Seller under any bankruptcy law. In The Seller agrees to execute and file all filings (including filings under the event that, notwithstanding the intent UCC) necessary in any jurisdiction to provide third parties with notice of the Depositor, sale of the Receivables pursuant to this Agreement and to perfect such sale under the UCC. (c) Although the parties hereto intend that the transfer and assignment contemplated hereby is held not to by this Agreement be a sale, this Agreement 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 constitute a security agreement under applicable law, and the Depositor hereby grants to give the Issuer a first priority perfected security interest in all of the Depositor’s rightin, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accountsthe Receivables, 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 ofconveyed 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, arising and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (d) 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 master computer records that refer to any Receivable indicate clearly the interest of the Issuer in such Receivables and that such Receivable is owned by the Issuer and controlled by the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or relating modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to such Conveyed Assetsthis Agreement. (e) Ownership and control of the Receivables, as security for between the Depositor’s obligations hereunderIssuer and the Indenture Trustee (on behalf of the Noteholders and the Certificateholders), shall be governed by the Indenture.

Conveyance of Receivables. (a) In consideration of the IssuerDepositor’s delivery to or upon the order Seller on the Closing Date of an amount equal to the estimated fair market value of the Purchased Assets, which amount shall be paid (i) in cash and (ii) by a capital contribution initially made by the Seller to the Depositor of the Notes and the Certificates(collectively, the Depositor “Purchase Price”), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, Depositor without recourse (subject to the obligations of the Depositor set forth Seller herein), ) all right, title title, and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (i) the Receivables and all moneys received identified thereon on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a any Receivable and that shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixvii) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viiivi) above, the “Conveyed Purchased Assets”). It is the intention The Depositor shall make payment in respect of the Purchase Price upon demand by the Seller. (b) The Seller and the Depositor intend that the transfer and assignment contemplated of the Purchased Assets by the Seller to the Depositor pursuant to this Agreement shall constitute be a sale of the Receivables and other related property from the Depositor ownership interest in such assets to the Trust and Depositor, rather than the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing mere granting of a bankruptcy petition by or against the Depositor under any bankruptcy lawsecurity interest to secure a borrowing. In the event thatevent, notwithstanding the intent of the Depositorhowever, the that such transfer and assignment contemplated hereby is held deemed not to be a salesale but to be of a mere security interest to secure a borrowing or such transfer is otherwise not effective to sell the Receivables and other property described in Section 2.01(a) hereof, the Seller shall be deemed to have hereby granted to the Depositor a perfected first priority security interest in all such assets, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the Sale and Servicing Agreement and Section 7.04 hereof, and the Depositor hereby grants may sell, transfer and assign to the Issuer a first priority perfected security interest in (i) all or any portion of the assets assigned to the Depositor hereunder, (ii) all or any portion of the Depositor’s rightrights 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, title and interest in and without further notice to or acknowledgement from the Seller. The Seller waives, to the Conveyed Assetsextent permitted under applicable law, all claims, causes of action and remedies, whether now owned legal or existing equitable (including any right of setoff), against the Depositor or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates any assignee 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 the Depositor relating to such Conveyed Assets, as security for action by the Depositor’s obligations hereunderDepositor in connection with the transactions contemplated by the Sale and Servicing Agreement.

Conveyance of Receivables. (a) In consideration of the Issuer’s delivery promises and the agreements, provisions and covenants herein contained and other good and valuable consideration to or upon be delivered to the order Seller hereunder, on behalf of the Depositor of the Notes and the CertificatesIssuer, the Depositor Seller does hereby sell, transfer, assign, set over assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations of the Depositor set forth herein), in this Agreement): (i) all right, title and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arising: Receivables (iincluding all related Receivable Files) listed in the Schedule of Receivables and all moneys received 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 4.06 or 9.01) after the close of business on the Cutoff Cut-off Date; (ii) the right 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 other interest of the Depositor in such Financed Vehiclesrelated property; (iii) the right of the Seller in any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life life, credit disability or disability other insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) the right of the Seller through NMAC to receive payments in respect of any Dealer Recourse 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 shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsReceivable; (vii) the Trust Accounts right of the Seller in rebates of premiums and all funds on deposit from time other amounts relating to time insurance policies and other items financed under the Receivables in effect as of the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)Cut-off Date; (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementother assets comprising the Owner Trust Estate; and (ix) the all proceeds of any and the foregoing. 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), except for monies received in respect of the foregoing Receivables after the Cut-off Date and before the Closing Date which shall be deposited by NMAC (collectively, with in its individual capacity or as the assets listed Servicer) into the Collection Account no later than the first Record Date after the Closing Date. Concurrently therewith and in clauses (i) through (viii) aboveexchange therefor, the “Conveyed Assets”). Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificates. (b) It is the intention of the Depositor Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the related property shall not be part of the DepositorSeller’s estate in the event of the filing of a bankruptcy petition by or against the Depositor Seller under any bankruptcy law. In The Seller agrees to execute and file all filings (including filings under the event that, notwithstanding the intent UCC) necessary in any jurisdiction to provide third parties with notice of the Depositor, sale of the Receivables pursuant to this Agreement and to perfect such sale under the UCC. (c) Although the parties hereto intend that the transfer and assignment contemplated hereby is held not to by this Agreement be a sale, this Agreement 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 constitute a security agreement under applicable law, and the Depositor hereby grants to give the Issuer a first priority perfected security interest in all of the Depositor’s rightin, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accountsthe Receivables, 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 ofconveyed 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, arising and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (d) 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 master computer records that refer to any Receivable indicate clearly the interest of the Issuer in such Receivables and that such Receivable is owned by the Issuer and under the control of the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or relating modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to such Conveyed Assetsthis Agreement. (e) Ownership and control of the Receivables, as security for between the Depositor’s obligations hereunderIssuer and the Indenture Trustee (on behalf of the Noteholders and the Certificateholders), shall be governed by the Indenture.

Conveyance of Receivables. In consideration of (a) On the Issuer’s delivery to or upon the order of the Depositor of the Notes and the CertificatesClosing Date, the Depositor does hereby agrees to sell, transfer, assign, set over and otherwise convey to the IssuerIssuing Entity and the Issuing Entity hereby agrees to purchase from the Depositor, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor in in, to and to under the following assets and property, whether now owned or existing or hereafter created or acquired or arising:(all of the property described in this Section 2.1(a) being collectively referred to herein as the “Second Step Transferred Property”): (i) the Receivables and all moneys instruments and all monies due or to become due or received thereon by any Person in payment of any of the foregoing on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and securing such Receivables (including any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesVehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (iii) any Liquidation Proceeds the Receivable Files and Recoveries and any other proceeds the Servicer Files related to such Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest monies collected from whatever source in connection with any default of an Obligor or other collateral protection insurance policy; (iv) with respect to any property that shall have secured a Receivable such Financed Vehicle and shall have been acquired by any proceeds from claims or refunds of premiums on behalf of the Depositor, a Seller, the Servicer or the Trustany Insurance Policy; (v) all documents guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other items contained in agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivable FilesReceivables, whether pursuant to the related Contracts or otherwise; (vi) all of the Depositor’s rights (but not its obligations) to payment under the Receivables Purchase Agreementsall service contracts and other contracts and agreements associated with such Receivables; (vii) all Liquidation Proceeds related to any such Receivable received on or after the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)Cutoff Date; (viii) subject to the Transaction Documents and the Master Agency Agreement, all proceeds from any Receivable repurchased by a Dealer pursuant deposit accounts, monies, deposits, funds, accounts and instruments relating to a Dealer Agreement; andthe foregoing (excluding payments or recoveries in respect of the Receivables received prior to the Cutoff Date); (ix) the Receivables Purchase Agreement, including the right of the Depositor to cause the Seller to repurchase Receivables under certain circumstances; (x) the proceeds of any and all of the foregoing; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any of all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (collectively, b) In connection with the assets listed in clauses purchase and sale of the Second Step Transferred Property hereunder, the Depositor agrees, at its own expense, (i) through to annotate and indicate on its books and records (viiiincluding any computer files) abovethat the Receivables were sold and transferred to the Issuing Entity pursuant to this Agreement, (ii) to deliver to the Issuing Entity (or its designee) all Collections on the Receivables, if any, received on or after the Cutoff Date, and (iii) to deliver to the Issuing Entity an assignment in the form attached hereto as Exhibit A (the “Conveyed AssetsSecond Step Receivables Assignment”). It is the intention . (c) In consideration of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust Issuing Entity as provided herein, the Issuing Entity shall deliver to, or upon the order of, the Depositor the Notes and Certificates (the beneficial interest “Purchase Price”). (d) The Issuing Entity hereby directs the Depositor to transfer all Electronic Contracts included in and title the Second Step Transferred Property directly to the Grantor Trust, as assignee under the Receivables and the related property shall not be part Contribution Agreement of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderIssuing Entity.

Conveyance of Receivables. In consideration of the IssuerWOAR’s delivery to or upon the order of the Depositor World Omni of the Notes and the CertificatesPurchase Price (as defined in Section 2.02(a) below), the Depositor World Omni does hereby sell, transfer, assign, set over and otherwise convey to the IssuerWOAR, without recourse (subject to the obligations of the Depositor set forth World Omni herein), (i) on the Closing Date pursuant to a written assignment substantially in the form of Exhibit A (the “Initial RPA Assignment”), and (ii) if there is a Funding Period, on each Subsequent Transfer Date (each, together with the Closing Date, a “Purchase Date”), pursuant to an assignment substantially in the form of Exhibit B (each, a “Subsequent Transfer RPA Assignment” and, together with the Initial RPA Assignment, each an “RPA Assignment”) up to the Available Purchase Amount all right, title and interest of the Depositor World Omni, whether now owned or hereafter acquired, and wherever located, in and to the following assets and property, whether now owned or existing or hereafter acquired or arising:(but none of the obligations of World Omni with respect to): (ia) the Receivables identified in the applicable 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 moneys monies received thereon after the close of business on the applicable Cutoff Date; (iib) the security interests in in, and the liens on, the Financed Vehicles and any accessions thereto granted by Obligors pursuant to in connection with the Receivables identified in the applicable RPA Assignment and any other interest of World Omni in the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables identified in the applicable RPA Assignment from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property Financed Vehicle that shall have secured a Receivable identified in the applicable RPA Assignment and shall have been acquired by or on behalf of World Omni, WOAR, or, upon the Depositor, a Sellerassignment contemplated by the Sale and Servicing Agreement, the Servicer or the Trust; (ve) all documents “accounts,” “chattel paper,” “general intangibles” and other items contained “promissory notes” (as such terms are defined in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit Uniform Commercial Code as from time to time in effect) constituting or relating to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementforegoing; and (ixf) the proceeds of any and all of the foregoing (collectivelyincluding Liquidation Proceeds); provided, with however, that the assets listed in clauses foregoing items (ia) through (viiif) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of include the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderPurchase Price.

Conveyance of Receivables. (a) In consideration of the Issuer’s 's delivery to or upon the order of the Depositor Seller of the Notes Certificates and the Certificatesnet proceeds of the sale of the Notes, less an amount equal to the Reserve Fund Initial Deposit to be deposited to the Reserve Fund and the Yield Supplement Account Deposit to be deposited to the Yield Supplement Account, each on the Closing Date, the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor Seller set forth herein), all right, title and interest of the Depositor in Seller in, to and to the following assets and property, whether now owned or existing or hereafter acquired or arisingunder: (i) the Receivables and all moneys received monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.04 or the purchase of Receivables by the Servicer pursuant to Section 3.08 or 8.01) on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and proceeds of any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability 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 related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any proceeds of Dealer Recourse; (v) the 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 shall have been acquired repossessed by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsIssuer; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts Accounts, including the Reserve Fund Initial Deposit and the Certificate Distribution Yield Supplement Account Deposit, and in all investments therein investment income and proceeds thereof (including all Investment Earnings thereon)thereof; (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer AgreementServicer Letter of Credit; and (ix) the proceeds of any and all of the foregoing foregoing. (collectively, with the assets listed in clauses (ib) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor The parties hereto intend that the transfer and assignment contemplated by this Agreement shall constitute conveyance hereunder be a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy lawsale. In the event that, notwithstanding that the intent of the Depositor, the transfer and assignment contemplated hereby conveyance hereunder is held not to be for any reason considered a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor Seller hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s its right, title and interest in in, to and to under the Conveyed Assets, whether now owned or existing or hereafter acquired or arisingReceivables, and under 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 conveyed hereunder and all proceeds of any of the foregoing. The parties hereto intend that this Agreement constitute a security agreement under applicable law. Such grant is made to such Conveyed Assets, as security for secure the Depositor’s obligations payment of all amounts payable hereunder.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor Seller on the Closing Date of (i) the Retained Notes and (ii) the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations of the Depositor set forth herein)) and the Issuer hereby purchases, all right, title and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arising:arising (collectively, the “Conveyed Assets”): (ia) the Receivables and all moneys received thereon after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iiic) any Liquidation Proceeds proceeds and Recoveries and any other the right to receive proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors and any proceeds from the related Obligors, including any vendor’s single interest or other collateral protection insurance policyliquidation of the Receivables; (ivd) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all 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; and; (ixe) all rights under any Service Contracts on the related Financed Vehicles; (f) the proceeds of any and related Receivable Files; (g) all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of Exeter under the Purchase Agreement; (h) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of the Representation Provider under the Sale Agreement; (i) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, property described in (a) through (h); and (j) all proceeds and under 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 investments with respect to such Conveyed Assets, as security for the Depositor’s obligations hereunderitems (a) through (i).

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor Seller on the Closing Date of an amount equal to the book value of the Notes Receivables sold by the Seller, as set forth on the books and records of the CertificatesSeller, the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations of the Depositor set forth herein)) and the Issuer hereby purchases, all right, title and interest of the Depositor Seller in and to the following assets and propertyproperty listed in clauses (a) – (i) below, whether now owned or existing or hereafter acquired or arising:. The foregoing consideration will be paid by the Issuer using the net proceeds from the sale of the Notes and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the balance will be deemed a capital contribution from the Seller to the Issuer. (ia) the Receivables and all moneys received thereon after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iiic) any Liquidation Proceeds proceeds and Recoveries and any other the right to receive proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors and any proceeds from the related Obligors, including any vendor’s single interest or other collateral protection insurance policyliquidation of the Receivables; (ivd) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all 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; and; (ixe) all rights under any Service Contracts on the related Financed Vehicles; (f) the proceeds of any and related Receivable Files; (g) all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, property described in (a) through (g); and (i) all proceeds and under 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 investments with respect to such Conveyed Assets, as security for the Depositor’s obligations hereunderitems (a) through (h).

Conveyance of Receivables. In consideration of (a) On the Issuer’s delivery to or upon the order of the Depositor of the Notes and the CertificatesClosing Date, the Depositor does Issuing Entity hereby agrees to sell, transfer, assign, set over and otherwise convey to the IssuerGrantor Trust and the Grantor Trust hereby agrees to purchase from the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor in Issuing Entity in, to and to under the following assets and property, whether now owned or existing or hereafter created or acquired or arising:(all of the property described in this Section 2.1(a) being collectively referred to herein as the “Third Step Transferred Property”): (i) the Receivables and all moneys instruments and all monies due or to become due or received thereon by any Person in payment of any of the foregoing on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and securing such Receivables (including any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesVehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (iii) any Liquidation Proceeds the Receivable Files and Recoveries and any other proceeds the Servicer Files related to such Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest monies collected from whatever source in connection with any default of an Obligor or other collateral protection insurance policy; (iv) with respect to any property that shall have secured a Receivable such Financed Vehicle and shall have been acquired by any proceeds from claims or refunds of premiums on behalf of the Depositor, a Seller, the Servicer or the Trustany Insurance Policy; (v) all documents guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other items contained in agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivable FilesReceivables, whether pursuant to the related Contracts or otherwise; (vi) all of the Depositor’s rights (but not its obligations) to payment under the Receivables Purchase Agreementsall service contracts and other contracts and agreements associated with such Receivables; (vii) all Liquidation Proceeds related to any such Receivable received on or after the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)Cutoff Date; (viii) subject to the Transaction Documents and the Master Agency Agreement, all proceeds from any Receivable repurchased by a Dealer pursuant deposit accounts, monies, deposits, funds, accounts and instruments relating to a Dealer Agreement; andthe foregoing (excluding payments or recoveries in respect of the Receivables received prior to the Cutoff Date); (ix) the Receivables Purchase Agreement and the Receivables Transfer Agreement, including the right of the Issuing Entity to cause the Seller or the Depositor to repurchase Receivables under certain circumstances; (x) the proceeds of any and all of the foregoing foregoing; and (collectivelyxi) all present and future claims, with the assets listed demands, causes of action and choses in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention action in respect of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale any of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s rightforegoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, title and interest in and to including all proceeds of the Conveyed Assetsconversion thereof, whether now owned voluntary or existing involuntary, into cash or hereafter acquired or arising, and under other liquid property; all accounts, moneygeneral intangibles, chattel paper, securities, instruments, documents, money, investment property, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract letter-of-credit rights, goods insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property consisting which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) In connection with the purchase and sale of the Third Step Transferred Property hereunder, the Issuing Entity agrees, at its own expense, (i) to annotate and indicate on its books and records that the Receivables were sold and transferred to the Grantor Trust pursuant to this Agreement, (ii) to deliver to the Grantor Trust (or its designee) all Collections on the Receivables, if any, received on or after the Cutoff Date, and (iii) to deliver to the Grantor Trust an assignment in the form attached hereto as Exhibit A (the “Third Step Receivables Assignment”). (c) In consideration of the sale of the Receivables from the Issuing Entity to the Grantor Trust as provided herein, the Grantor Trust shall deliver to, or upon the order of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderIssuing Entity the Grantor Trust Certificate (the “Purchase Price”).

Conveyance of Receivables. In consideration of (a) On the Issuer’s delivery to or upon the order of the Depositor of the Notes and the CertificatesClosing Date, the Depositor does Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the IssuerPurchaser and the Purchaser hereby agrees to purchase from the Seller, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor in Seller in, to and to under the following assets and property, whether now owned or existing or hereafter created or acquired or arising:(all of the property described in this Section 2.1(a) being collectively referred to herein as the “First Step Transferred Property”): (i) the Receivables and all moneys instruments and all monies due or to become due or received thereon by any Person in payment of any of the foregoing on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and securing such Receivables (including any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesVehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (iii) any Liquidation Proceeds the Receivable Files and Recoveries and any other proceeds the Servicer Files related to such Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest monies collected from whatever source in connection with any default of an Obligor or other collateral protection insurance policy; (iv) with respect to any property that shall have secured a Receivable such Financed Vehicle and shall have been acquired by any proceeds from claims or refunds of premiums on behalf of the Depositor, a Seller, the Servicer or the Trustany Insurance Policy; (v) all documents guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other items contained in agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivable FilesReceivables, whether pursuant to the related Contracts or otherwise; (vi) all of the Depositor’s rights (but not its obligations) to payment under the Receivables Purchase Agreementsall service contracts and other contracts and agreements associated with such Receivables; (vii) all Liquidation Proceeds related to any such Receivable received on or after the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)Cutoff Date; (viii) subject to the Transaction Documents and the Master Agency Agreement, all proceeds from any Receivable repurchased by a Dealer pursuant deposit accounts, monies, deposits, funds, accounts and instruments relating to a Dealer Agreement; andthe foregoing (excluding payments or recoveries in respect of the Receivables received prior to the Cutoff Date); (ix) the proceeds of any and all of the foregoing foregoing; and (collectivelyx) all present and future claims, with the assets listed demands, causes of action and choses in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention action in respect of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale any of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s rightforegoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, title and interest in and to including all proceeds of the Conveyed Assetsconversion thereof, whether now owned voluntary or existing involuntary, into cash or hereafter acquired or arising, and under other liquid property; all accounts, moneygeneral intangibles, chattel paper, securities, instruments, documents, money, investment property, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract letter-of-credit rights, goods insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property consisting ofwhich at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) In connection with the purchase and sale of the First Step Transferred Property hereunder, arising the Seller agrees, at its own expense, (i) to annotate and indicate on its books and records (including any computer files) that the Receivables were sold and transferred to the Purchaser pursuant to this Agreement, (ii) to deliver to the Purchaser (or its designee) all Collections on the Receivables, if any, received on or after the Cutoff Date, and (iii) to deliver to the Purchaser an assignment in the form attached hereto as Exhibit A (the “First Step Receivables Assignment”). (c) In consideration of the sale of the Receivables from or relating the Seller to the Purchaser as provided herein, the Purchaser shall pay to the Seller an amount equal to the Receivables Purchase Price. A portion of the Receivables Purchase Price shall be paid to the Seller in immediately available funds and the balance of such Conveyed Assetspurchase price shall be paid through the transfer of approximately five percent of the Notes and Certificates retained for risk retention purposes and any other Retained Notes. (d) The Purchaser hereby directs the Seller to transfer all Electronic Contracts included in the First Step Transferred Property directly to the Grantor Trust, as security for assignee under the Depositor’s obligations hereunderReceivables Contribution Agreement of the Issuing Entity, who is the assignee of the Purchaser under the Receivables Transfer Agreement.

Conveyance of Receivables. In consideration (a) Subject to the terms and conditions of this Agreement, on the Issuer’s delivery Closing Date the Seller agrees to or upon sell to the order of the Depositor of the Notes Purchaser, and the Certificates, Purchaser agrees to purchase from the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the IssuerSeller, without recourse (subject to the Seller's obligations of the Depositor set forth herein), hereunder): (i) all right, title and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arising: (i) Receivables listed in the Schedule of Receivables and all moneys received monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.03(c)) on or after the close of business on the Cutoff Date; (ii) 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 other interest of the Depositor in such Financed Vehiclesaccessions thereto; (iii) the interest of the Seller in any Liquidation Proceeds proceeds of any physical damage insurance policies covering Financed Vehicles and Recoveries and in any other proceeds with respect of any credit life or credit disability insurance policies relating to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related 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 shall have been acquired by or on behalf of repossessed in accordance with the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files;terms thereof; and (vi) all proceeds of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ix) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”)foregoing. It is the intention of the Depositor Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor Seller to the Trust Purchaser and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s Seller's estate in the event of the filing of a bankruptcy petition by or against the Depositor Seller under any bankruptcy law. In The Seller agrees to execute and file all filings (including filings under the event that, notwithstanding the intent UCC) necessary in any jurisdiction to provide third parties with notice of the Depositorsale of the Receivables pursuant to this Agreement and to perfect such sale under the UCC. (b) In connection with the foregoing conveyance, the transfer Seller agrees to record and assignment contemplated hereby is held not file in California, at its own expense, a financing statement with respect to be a sale, this Agreement shall constitute a security agreement under applicable lawthe Receivables necessary to provide third parties with notice of the conveyance hereunder and to perfect the sale of the Receivables to the Purchaser, and the Depositor hereby grants proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filing with the file stamped copy of each such filing to be provided to the Issuer Purchaser in due course), as soon as is practicable after receipt by the Seller thereof. In connection with the foregoing conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to deliver to the Purchaser a first priority perfected security interest in computer file or printed or microfiche list containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Depositor’s rightCutoff Date, title which file or list shall be marked as Schedule A to this Agreement and interest in is hereby incorporated into and made a part of this Agreement and (iii) to deliver the Conveyed Assets, whether now owned Receivable Files to or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates upon the order of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderPurchaser.

Conveyance of Receivables. (a) In consideration of the IssuerDepositor’s delivery to or upon the order Seller on the Closing Date of an amount equal to the estimated fair market value of the Depositor Purchased Assets, which amount shall be paid in the form of (i) cash, less the par value of the Notes Retained Notes, if any, to be issued to the Seller on the Closing Date, and (ii) a capital contribution initially made by the CertificatesSeller to the Depositor (collectively, the Depositor “Purchase Price”), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, Depositor without recourse (subject to the obligations of the Depositor set forth Seller herein), ) all right, title title, and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (i) the Receivables and all moneys received identified thereon on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a any Receivable and that shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixvii) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viiivi) above, the “Conveyed Purchased Assets”). It is the intention The Depositor shall make payment in respect of the Purchase Price upon demand by the Seller. The Depositor shall deposit an amount equal to the Reserve Account Deposit into the Reserve Account on the Closing Date, which account shall be an asset of the Issuer and pledged to the Indenture Trustee pursuant to the Indenture. (b) The Seller and the Depositor intend that the transfer and assignment contemplated of the Purchased Assets by the Seller to the Depositor pursuant to this Agreement shall constitute be a sale of the Receivables and other related property from the Depositor ownership interest in such assets to the Trust and Depositor, rather than the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing mere granting of a bankruptcy petition by or against the Depositor under any bankruptcy lawsecurity interest to secure a borrowing. In the event thatevent, notwithstanding the intent of the Depositorhowever, the that such transfer and assignment contemplated hereby is held deemed not to be a salesale but to be of a mere security interest to secure a borrowing or such transfer is otherwise not effective to sell the Receivables and other property described in Section 2.01(a) hereof, the Seller shall be deemed to have hereby granted to the Depositor a perfected first priority security interest in all such assets, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the Sale and Servicing Agreement and Section 7.04 hereof, and the Depositor hereby grants may sell, transfer and assign to the Issuer a first priority perfected security interest in (i) all or any portion of the assets assigned to the Depositor hereunder, (ii) all or any portion of the Depositor’s rightrights 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, title and interest in and without further notice to or acknowledgement from the Seller. The Seller waives, to the Conveyed Assetsextent permitted under applicable law, all claims, causes of action and remedies, whether now owned legal or existing equitable (including any right of setoff), against the Depositor or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates any assignee 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 the Depositor relating to such Conveyed Assets, as security for action by the Depositor’s obligations hereunderDepositor in connection with the transactions contemplated by the Sale and Servicing Agreement.

Conveyance of Receivables. In consideration of the Issuer’s Trustee's delivery to or upon the order of the Depositor of Class A Certificates with a Certificate Balance equal to the Notes Original Pool Balance, Class I Certificates representing in the aggregate the Original Notional Principal Amount and the Certificates, Class IC Certificate the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee, in trust for the benefit of the Certificateholders and the Surety Bond Issuer, without recourse (subject to the obligations of the Depositor set forth herein), ): (i) all right, title title, and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arising: (i) the Receivables and all moneys received thereon after the close of business on the Cutoff Datelisted in Schedule A hereto; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesReceivables; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims or refunds of premiums on any theft, physical damage, lender's single interest, credit life or life, disability and hospitalization insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a Receivable and shall have been acquired by or on behalf of funds deposited in the Depositor, a Seller, the Servicer or the TrustCertificate Account; (v) the interest of the Depositor in any proceeds from recourse to Dealers relating to the Receivables; (vi) all documents and other items contained in the Receivable Files; (vivii) all of monies paid and all monies due, including Accrued Interest, after the Depositor’s rights Cutoff Date, with respect to the Receivables held by the Servicer or Depositor (but not its obligations) under excluding Accrued Interest paid prior to the Receivables Purchase AgreementsClosing Date); (viiviii) the Trust Accounts rights of the Depositor 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 Surety Bond; and (x) all proceeds of the foregoing. The Depositor does hereby further assign, convey, pledge and grant a security interest in (i) the funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof Spread Account; (including all Investment Earnings thereon); (viiiii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer AgreementEligible Investments purchased with funds deposited in the Spread Account; and (ixiii) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest, including any beneficial interest the Depositor may have in the Certificate Account, the Spread Account and the funds deposited therein, and (iv) any proceeds of any of the foregoing, to the Trustee and for the benefit of the Certificateholders to secure amounts payable to Certificateholders as provided under this Agreement. The Depositor does not convey to the Trustee any interest in and any contracts with Dealers related to any "dealer reserve" or any rights to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates recapture of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderany dealer reserve.

Conveyance of Receivables. In consideration of the IssuerWOAR’s delivery to or upon the order of the Depositor World Omni of the Notes and the CertificatesPurchase Price, the Depositor World Omni does hereby sell, transfer, assign, set over and otherwise convey to the IssuerWOAR, without recourse (subject to the obligations of the Depositor set forth World Omni herein), (i) on the Closing Date pursuant to a written assignment substantially in the form of Exhibit A (the “Initial RPA Assignment”), and (ii) on each Subsequent Transfer Date (each, together with the Closing Date, a “Purchase Date”), pursuant to an assignment substantially in the form of Exhibit B (each, a “Subsequent Transfer RPA Assignment” and, together with the Initial RPA Assignment, each an “RPA Assignment”) up to the Available Purchase Amount all right, title and interest of the Depositor World Omni, whether now owned or hereafter acquired, and wherever located, in and to the following assets and property, whether now owned or existing or hereafter acquired or arising:(but none of the obligations of World Omni with respect to): (ia) the Receivables identified in the applicable 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 moneys monies received thereon after the close of business on the applicable Cutoff Date; (iib) the security interests in in, and the liens on, the Financed Vehicles and any accessions thereto granted by Obligors pursuant to in connection with the Receivables identified in the applicable RPA Assignment and any other interest of World Omni in the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables identified in the applicable RPA Assignment from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property Financed Vehicle that shall have secured a Receivable identified in the applicable RPA Assignment and shall have been acquired by or on behalf of World Omni, WOAR, or, upon the Depositor, a Sellerassignment contemplated by the Sale and Servicing Agreement, the Servicer or the Trust; (ve) all documents “accounts,” “chattel paper,” “general intangibles” and other items contained “promissory notes” (as such terms are defined in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit Uniform Commercial Code as from time to time in effect) constituting or relating to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementforegoing; and (ixf) the proceeds of any and all of the foregoing; provided, however, that the foregoing items (collectively, with the assets listed in clauses (ia) through (viiif) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of include the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderPurchase Price.

Conveyance of Receivables. In consideration of (a) On the Issuer’s delivery to or upon the order of the Depositor of the Notes and the CertificatesClosing Date, the Depositor does Issuing Entity hereby agrees to sell, transfer, assign, set over and otherwise convey to the IssuerGrantor Trust and the Grantor Trust hereby agrees to purchase from the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor in Issuing Entity in, to and to under the following assets and property, whether now owned or existing or hereafter created or acquired or arising:(all of the property described in this Section 2.1(a) being collectively referred to herein as the “Third Step Transferred Property”): (i) the Receivables and all moneys instruments and all monies due or to become due or received thereon by any Person in payment of any of the foregoing on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and securing such Receivables (including any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesVehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (iii) any Liquidation Proceeds the Receivable Files and Recoveries and any other proceeds the Servicer Files related to such Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest monies collected from whatever source in connection with any default of an Obligor or other collateral protection insurance policy; (iv) with respect to any property that shall have secured a Receivable such Financed Vehicle and shall have been acquired by any proceeds from claims or refunds of premiums on behalf of the Depositor, a Seller, the Servicer or the Trustany Insurance Policy; (v) all documents guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other items contained in agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivable FilesReceivables, whether pursuant to the related Contracts or otherwise; (vi) all of the Depositor’s rights (but not its obligations) to payment under the Receivables Purchase Agreementsall service contracts and other contracts and agreements associated with such Receivables; (vii) all Liquidation Proceeds related to any such Receivable received on or after the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)Cutoff Date; (viii) subject to the Transaction Documents and the Master Agency Agreement, all proceeds from any Receivable repurchased by a Dealer pursuant deposit accounts, monies, deposits, funds, accounts and instruments relating to a Dealer Agreement; andthe foregoing (excluding payments or recoveries in respect of the Receivables received prior to the Cutoff Date); (ix) the Receivables Purchase Agreement and the Receivables Transfer Agreement, including the right of the Issuing Entity to cause the Seller to repurchase Receivables under certain circumstances; (x) the proceeds of any and all of the foregoing foregoing; and (collectivelyxi) all present and future claims, with the assets listed demands, causes of action and choses in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention action in respect of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by any or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s rightforegoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, title and interest in and to including all proceeds of the Conveyed Assetsconversion thereof, whether now owned voluntary or existing involuntary, into cash or hereafter acquired or arising, and under other liquid property; all accounts, moneygeneral intangibles, chattel paper, securities, instruments, documents, money, investment property, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract letter-of-credit rights, goods insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property consisting which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) In connection with the purchase and sale of the Third Step Transferred Property hereunder, the Issuing Entity agrees, at its own expense, (i) to annotate and indicate on its books and records that the Receivables were sold and transferred to the Grantor Trust pursuant to this Agreement, (ii) to deliver to the Grantor Trust (or its designee) all Collections on the Receivables, if any, received on or after the Cutoff Date, and (iii) to deliver to the Grantor Trust an assignment substantially in the form (or in such other form as shall be mutually acceptable to the Issuing Entity and the Grantor Trust) attached hereto as Exhibit A (the “Third Step Receivables Assignment”). (c) In consideration of the sale of the Receivables from the Issuing Entity to the Grantor Trust as provided herein, the Grantor Trust shall deliver to, or upon the order of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderIssuing Entity the Grantor Trust Certificate (the “Purchase Price”).

Conveyance of Receivables. In consideration of the Issuer’s 's delivery of the Certificate to or upon the order of the Depositor Transferor on the Closing Date and the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to, or upon the order of, the Depositor Transferor in accordance with the terms of this Agreement, the Transferor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor Transferor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (i) the Receivables listed in Schedule A hereto, all monies received on the Receivables after the Cutoff Date and, with respect to any Receivables which are Precomputed Receivables, the related Payahead Amount, and all moneys Liquidation Proceeds and Recoveries received thereon after the close of business on the Cutoff Datewith respect to such Receivables; (ii) the security interests in the related Financed Vehicles and any accessions thereto granted by the related Obligors pursuant to the Receivables and any other interest of the Depositor Transferor in such Financed Vehicles, including, without limitation, the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability and credit accident and health insurance policies covering or certificates or the VSI Policy, if any, relating to the related Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policyrebates and premiums; (iv) any property (including the right to receive future Liquidation Proceeds) that shall have secured secures a Receivable and shall have that has been acquired by or on behalf of the Depositor, a Seller, Issuer pursuant to the Servicer or the Trustliquidation of such Receivable; (v) all documents the Purchase Agreement and other items the Guarantee including, without limitation, a direct right to cause LBAC to purchase Receivables from the Issuer upon the occurrence of a breach of any of the representations and warranties contained in Section 3.2(b) of the Receivable FilesPurchase Agreement or the failure of LBAC to timely comply with its obligations pursuant to Section 5.5 of the Purchase Agreement; (vi) all refunds for the costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or Financed Vehicle or his or her obligations with respect to such Financed Vehicle and any recourse to Dealers for any of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreementsforegoing; (vii) the Trust Accounts Legal Files and the Receivable Files related to each Receivable and any and all funds other documents that LBAC keeps on deposit from time file in accordance with its customary procedures relating to time in the Trust Accounts and Receivables, the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)related Obligors or the related Financed Vehicles; (viii) all amounts and property from time to time held in or credited to the Lock-Box Account, to the extent such amounts and property relate to the Receivables; (ix) any proceeds from recourse against Dealers (other than any Receivable repurchased by a Chargeback Obligations), including, without limitation, any Dealer pursuant Title Guaranties with respect to a Dealer Agreementthe Receivables, with respect to the sale of the Receivables; and (ixx) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderforegoing.

Conveyance of Receivables. In consideration of (a) On the Issuer’s delivery to or upon the order of the Depositor of the Notes and the CertificatesClosing Date, the Depositor does Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the IssuerPurchaser and the Purchaser hereby agrees to purchase from the Seller, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor in Seller in, to and to under the following assets and property, whether now owned or existing or hereafter created or acquired or arising:(all of the property described in this Section 2.1(a) being collectively referred to herein as the “First Step Transferred Property”): (i) the Receivables and all moneys instruments and all monies due or to become due or received thereon by any Person in payment of any of the foregoing on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and securing such Receivables (including any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesVehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (iii) any Liquidation Proceeds the Receivable Files and Recoveries and any other proceeds the Servicer Files related to such Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest monies collected from whatever source in connection with any default of an Obligor or other collateral protection insurance policy; (iv) with respect to any property that shall have secured a Receivable such Financed Vehicle and shall have been acquired by any proceeds from claims or refunds of premiums on behalf of the Depositor, a Seller, the Servicer or the Trustany Insurance Policy; (v) all documents guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other items contained in agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivable FilesReceivables, whether pursuant to the related Contracts or otherwise; (vi) all of the Depositor’s rights (but not its obligations) to payment under the Receivables Purchase Agreementsall service contracts and other contracts and agreements associated with such Receivables; (vii) all Liquidation Proceeds related to any such Receivable received on or after the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)Cutoff Date; (viii) subject to the Transaction Documents and the Master Agency Agreement, all proceeds from any Receivable repurchased by a Dealer pursuant deposit accounts, monies, deposits, funds, accounts and instruments relating to a Dealer Agreement; andthe foregoing (excluding payments or recoveries in respect of the Receivables received prior to the Cutoff Date); (ix) the proceeds of any and all of the foregoing foregoing; and (collectivelyx) all present and future claims, with the assets listed demands, causes of action and choses in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention action in respect of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by any or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s rightforegoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, title and interest in and to including all proceeds of the Conveyed Assetsconversion thereof, whether now owned voluntary or existing involuntary, into cash or hereafter acquired or arising, and under other liquid property; all accounts, moneygeneral intangibles, chattel paper, securities, instruments, documents, money, investment property, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract letter-of-credit rights, goods insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property consisting ofwhich at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) In connection with the purchase and sale of the First Step Transferred Property hereunder, arising the Seller agrees, at its own expense, (i) to annotate and indicate on its books and records (including any computer files) that the Receivables were sold and transferred to the Purchaser pursuant to this Agreement, (ii) to deliver to the Purchaser (or its designee) all Collections on the Receivables, if any, received on or after the Cutoff Date, and (iii) to deliver to the Purchaser an assignment substantially in the form (or in such other form as shall be mutually acceptable to the Seller and the Purchaser) attached hereto as Exhibit A (the “First Step Receivables Assignment”). (c) In consideration of the sale of the Receivables from or relating the Seller to the Purchaser as provided herein, the Purchaser shall pay to the Seller an amount equal to the Receivables Purchase Price. A portion of the Receivables Purchase Price shall be paid to the Seller in immediately available funds and the balance of such Conveyed Assetspurchase price shall be paid through the transfer of approximately five percent of the Notes and Certificates retained for risk retention purposes and any other Retained Notes. (d) The Purchaser hereby directs the Seller to transfer all Electronic Contracts included in the First Step Transferred Property directly to the Grantor Trust, as security for assignee under the Depositor’s obligations hereunderReceivables Contribution Agreement of the Issuing Entity, who is the assignee of the Purchaser under the Receivables Transfer Agreement.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor of cash, the Notes Certificates and such other amounts to be distributed to the CertificatesDepositor on the Closing Date, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (ia) the Receivables and all moneys received identified thereon after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit credit, life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (ve) all documents and other items contained in the Receivable Files; (vif) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsAgreement; (viig) all right, title and interest in the Trust Accounts and all funds on deposit funds, securities or other assets credited from time to time in to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereonthe initial Reserve Account Deposit); (viiih) all any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixi) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (ia) through (viiih) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunder.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor of cash, the Notes Certificates and such other amounts to be distributed to the CertificatesDepositor on the Closing Date, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (ia) the Receivables and all moneys received identified thereon after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit credit, life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (ve) all documents and other items contained in the Receivable Files; (vif) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsAgreement; (viig) all right, title and interest in the Trust Accounts and all funds on deposit funds, securities or other assets credited from time to time in to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereonwith respect to the Reserve Account); (viiih) all any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixi) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (ia) through (viiih) above, the “Conveyed Assets”). The Depositor and the Issuer agree that the purchase price for the Conveyed Assets sold by the Depositor to the Issuer represents fair market value for the Conveyed Assets. It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property Conveyed Assets from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a salesale or is otherwise not effective to sell the Conveyed Assets, this Agreement shall constitute a security agreement under applicable law, and grant by the Depositor hereby grants to the Issuer of a first priority perfected security interest in all of the Depositor’s right, title Conveyed Assets and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderbenefit of the Securityholders.

Conveyance of Receivables. (a) In consideration of the IssuerIssuing Entity’s delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with this Agreement, the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the IssuerIssuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), all of its right, title and interest of the Depositor in in, to and to under the following assets and property(collectively, whether now owned or existing or hereafter acquired or arising:the “CNHCR Assets”): (i) the Receivables Receivables, including all documents constituting chattel paper included therewith, and all moneys received thereon obligations of the Obligors thereunder, including all monies paid thereunder on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto Equipment granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed VehiclesEquipment; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering Financed Equipment or Obligors (to the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policyextent not used to purchase Substitute Equipment); (iv) the Liquidity Receivables Purchase Agreement (only with respect to Owned Contracts included in the Receivables) and the Purchase Agreement, including the right of the Seller to 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; (vi) any Financed Equipment that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and Accounts, including the Certificate Distribution Spread Account Deposit, and in all investments therein and proceeds thereof (including all Investment Earnings income thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixviii) the proceeds of any and all of the foregoing foregoing. The above assignment shall be evidenced by a duly executed written assignment in substantially the form of Exhibit D (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed AssetsAssignment”). It is the intention . (b) The Seller hereby Grants to The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee on behalf of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust Noteholders and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event thatBackup Servicer, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the DepositorSeller’s right, title and interest in and to all funds on deposit from time to time in the Conveyed AssetsBackup Servicer Account, whether now owned or existing or hereafter acquired or arisingincluding the Backup Servicer Account Deposit, and under in all accountsinvestments and proceeds thereof (including all income thereon). The foregoing Grant is made to secure the Seller’s obligation to make funds available in the Backup Servicer Account available to the Indenture Trustee to pay Backup Servicer Expenses. The Bank of New York Mellon Trust Company, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed AssetsN.A., as security for Indenture Trustee on behalf of the Depositor’s obligations hereunderNoteholders and the Backup Servicer, (1) acknowledges such Grant and (2) agrees to perform its duties with respect thereto expressly set forth in this Agreement.

Conveyance of Receivables. In consideration of the Issuer’s 's delivery to or upon the order of the Depositor of the Notes and the Certificates, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (i) the Receivables and all moneys received thereon after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s 's single interest or other collateral protection insurance policy; (iv) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s 's rights (but not its obligations) under the Receivables Purchase AgreementsAgreement; (vii) the Trust Accounts all right, title and interest in all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon);; and (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ix) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “"Conveyed Assets”"). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s 's estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable lawgrant by the Depositor, and the Depositor hereby grants grants, to the Issuer of a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, Assets and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s 's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, for the benefit of the Securityholders as security for the Depositor’s 's obligations hereunder.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor of cash, the Notes Certificates and such other amounts to be distributed to the CertificatesDepositor on the Closing Date, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (ia) the Receivables and all moneys received identified thereon after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit credit, life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (ve) all documents and other items contained in the Receivable Files; (vif) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsAgreement; (viig) all right, title and interest in the Trust Accounts and all funds on deposit funds, securities or other assets credited from time to time in to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereonwith respect to the Reserve Account and the initial Reserve Account Deposit); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ix) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunder.

Conveyance of Receivables. In consideration of (a) On the Issuer’s delivery to or upon the order of the Depositor of the Notes and the CertificatesClosing Date, the Depositor does hereby agrees to sell, transfer, assign, set over and otherwise convey to the IssuerIssuing Entity and the Issuing Entity hereby agrees to purchase from the Depositor, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor in in, to and to under the following assets and property, whether now owned or existing or hereafter created or acquired or arising:(all of the property described in this Section 2.1(a) being collectively referred to herein as the “Second Step Transferred Property”): (i) the Receivables and all moneys instruments and all monies due or to become due or received thereon by any Person in payment of any of the foregoing on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and securing such Receivables (including any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesVehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (iii) any Liquidation Proceeds the Receivable Files and Recoveries and any other proceeds the Servicer Files related to such Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest monies collected from whatever source in connection with any default of an Obligor or other collateral protection insurance policy; (iv) with respect to any property that shall have secured a Receivable such Financed Vehicle and shall have been acquired by any proceeds from claims or refunds of premiums on behalf of the Depositor, a Seller, the Servicer or the Trustany Insurance Policy; (v) all documents guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other items contained in agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivable FilesReceivables, whether pursuant to the related Contracts or otherwise; (vi) all of the Depositor’s rights (but not its obligations) to payment under the Receivables Purchase Agreementsall service contracts and other contracts and agreements associated with such Receivables; (vii) all Liquidation Proceeds related to any such Receivable received on or after the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)Cutoff Date; (viii) subject to the Transaction Documents and the Master Agency Agreement, all proceeds from any Receivable repurchased by a Dealer pursuant deposit accounts, monies, deposits, funds, accounts and instruments relating to a Dealer Agreement; andthe foregoing (excluding payments or recoveries in respect of the Receivables received prior to the Cutoff Date); (ix) the Receivables Purchase Agreement, including the right of the Depositor to cause the Seller to repurchase Receivables under certain circumstances; (x) the proceeds of any and all of the foregoing; and (xi) 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 and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (collectively, b) In connection with the assets listed in clauses purchase and sale of the Second Step Transferred Property hereunder, the Depositor agrees, at its own expense, (i) through to annotate and indicate on its books and records (viiiincluding any computer files) abovethat the Receivables were sold and transferred to the Issuing Entity pursuant to this Agreement, (ii) to deliver to the Issuing Entity (or its designee) all Collections on the Receivables, if any, received on or after the Cutoff Date, and (iii) to deliver to the Issuing Entity an assignment substantially in the form (or in such other form as shall be mutually acceptable to the Depositor and the Issuing Entity) attached hereto as Exhibit A (the “Conveyed AssetsSecond Step Receivables Assignment”). It is the intention . (c) In consideration of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust Issuing Entity as provided herein, the Issuing Entity shall deliver to, or upon the order of, the Depositor the Notes and Certificates (the beneficial interest “Purchase Price”). (d) The Issuing Entity hereby directs the Depositor to transfer all Electronic Contracts included in and title the Second Step Transferred Property directly to the Grantor Trust, as assignee under the Receivables and the related property shall not be part Contribution Agreement of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderIssuing Entity.

Conveyance of Receivables. In consideration of the IssuerWOAR’s delivery to or upon the order of the Depositor World Omni of the Notes and the CertificatesPurchase Price (as defined in Section 2.02(a) below), the Depositor World Omni does hereby sell, transfer, assign, set over and otherwise convey to the IssuerWOAR, without recourse (subject to the obligations of the Depositor set forth World Omni herein), (i) on the Closing Date pursuant to a written assignment substantially in the form of Exhibit A (the “Initial RPA Assignment”), and (ii) if there is a Funding Period, on each Subsequent Transfer Date (each, together with the Closing Date, a “Purchase Date”), pursuant to an assignment substantially in the form of Exhibit B (each, a “Subsequent Transfer RPA Assignment” and, together with the Initial RPA Assignment, each an “RPA Assignment”) up to the Available Purchase Amount all right, title and interest of the Depositor World Omni, whether now owned or hereafter acquired, and wherever located, in and to the following assets and property, whether now owned or existing or hereafter acquired or arising:(but none of the obligations of World Omni with respect to): (ia) the Receivables identified in the applicable 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 moneys monies received thereon after the close of business on the applicable Cutoff Date; (iib) the security interests in in, and the liens on, the Financed Vehicles and any accessions thereto granted by Obligors pursuant to in connection with the Receivables identified in the applicable RPA Assignment and any other interest of World Omni in the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables identified in the applicable RPA Assignment from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property Financed Vehicle that shall have secured a Receivable identified in the applicable RPA Assignment and shall have been acquired by or on behalf of World Omni, WOAR, or, upon the Depositor, a Sellerassignment contemplated by the Sale and Servicing Agreement, the Servicer or the Trust; (ve) all documents “accounts,” “chattel paper,” “general intangibles” and other items contained “promissory notes” (as such terms are defined in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit Uniform Commercial Code as from time to time in effect) constituting or relating to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementforegoing; and (ixf) the proceeds of any and all of the foregoing; provided, however, that the foregoing items (collectively, with the assets listed in clauses (ia) through (viiif) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of include the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderPurchase Price.

Conveyance of Receivables. In consideration Effective as of the Issuer’s delivery Closing Date and simultaneously with the transactions pursuant to or upon the order of Indenture, the Depositor of the Notes Sale and Servicing Agreement and the CertificatesTrust Agreement, the Depositor does Seller hereby selltransfers, transfer, assign, set over assigns and otherwise convey conveys to the IssuerPurchaser, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor in and to the following assets and propertySeller, whether now owned or existing or hereafter acquired or arising: acquired, in and to the following: (i) the Receivables and all moneys received thereon Receivables; (ii) with respect to Precomputed Receivables, monies due thereunder on or after the close of business Cutoff Date (including Payaheads) and, with respect to Simple Interest Receivables, monies due or received thereunder on or after the Cutoff Date; Date (iiincluding in each case any monies received prior to the Cutoff Date that are due on or after the Cutoff Date and were not used to reduce the principal balance of the Receivable); (iii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such the Financed Vehicles; ; (iiiiv) any Liquidation Proceeds and Recoveries and any other rights to receive proceeds with respect to the Receivables from claims on any theft, physical damage, credit life life, credit disability, or disability other insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; ; (v) all documents and other items contained in the Receivable Files; Dealer Recourse; (vi) all of the Depositor’s Seller's rights (but not its obligations) under to the Receivables Purchase Agreements; Receivable Files; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein payments and proceeds thereof (including all Investment Earnings thereon); with respect to the Receivables held by the Seller; (viii) all proceeds from any property (including the right to receive Liquidation Proceeds) securing a Receivable (other than a Receivable repurchased by a Dealer pursuant to a Dealer Agreementthe Seller); and (ix) rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date; and (x) 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 and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all 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 and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderforegoing.

Conveyance of Receivables. In consideration of the Issuer’s 's delivery to to, or upon the order of, Seller of Notes and Certificates, in aggregate principal amounts equal to the Depositor initial principal amounts of the Notes and the Certificatesinitial Certificate Balance, the Depositor respectively, Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (recourse, subject to the obligations of herein (collectively, the Depositor set forth herein), "Trust Property"): (a) all right, title and interest of the Depositor Seller in and to the following assets and propertyReceivables, whether now owned or existing or hereafter acquired or arising: (i) the Receivables and all moneys received thereon after the close of business on the Cutoff Date; (iib) all right, title and interest of Seller in the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of Seller in the Depositor in such Financed VehiclesVehicles and any other property that shall secure the Receivables; (iiic) the interest of Seller in any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies Insurance Policies covering the Financed Vehicles or the related Obligors, including Obligors or from claims under any vendor’s lender's single interest or other collateral protection insurance policypolicy naming any Seller Affiliate as an insured; (ivd) any property that shall have secured a Receivable all rebates of premiums relating to Insurance Policies and shall have been acquired by or on behalf rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the Depositor, a Seller, the Servicer or the Trustrelated Receivable; (ve) all documents and other items contained the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the Receivable Files; related Dealer Agreement, (viii) all a default by an Obligor resulting in the repossession of the Depositor’s rights (but not its obligations) Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables Purchase under Dealer Agreements; (viif) the Trust Accounts all right, title and interest in all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and the Trust Accounts, and in all investments therein and proceeds thereof (including but excluding all Investment Earnings investment income thereon); (viiig) all proceeds right, title and interest of Seller under each Purchase Agreement, including the right of Seller to cause the Transferor to repurchase Receivables from Seller; (h) all right, title and interest of Seller in any Receivable repurchased by a Dealer pursuant instrument or document relating to a Dealer Agreementthe Receivables; and (ixi) the proceeds of any and all of the foregoing (collectivelyforegoing. The sale, with transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Issuer of any obligation of the assets listed in clauses (i) through (viii) aboveTransferor to the Obligors, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Dealers or any other related property from the Depositor to the Trust and the beneficial interest Person in and title to connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderthereto.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor on the Closing Date of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the order of the Depositor in accordance with the terms of this Agreement, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (ia) the Receivables and all moneys received thereon after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Originator or the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds proceeds and Recoveries and any other the right to receive proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors and any proceeds from the related Obligors, including any vendor’s single interest or other collateral protection insurance policyliquidation of the Receivables; (ivd) any property that shall have secured the right to cause the related Dealer or Third-Party Lender to repurchase Receivables pursuant to a Receivable Dealer Agreement or an Auto Loan Purchase and shall have been acquired by Sale Agreement, respectively, as a result of a breach of representation or on behalf of warranty in the Depositorrelated Dealer Agreement or Auto Loan Purchase and Sale Agreement, a Seller, the Servicer or the Trustrespectively; (ve) all documents and other items contained in rights, if any, to refunds for the costs of Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (vig) all of the Depositor’s right, title and interest in its rights (and benefits, but not none of its obligations) obligations or burdens, under the Receivables Purchase Agreements; (vii) Agreement, including the Trust Accounts Depositor’s rights under the Purchase Agreement, to enforce the delivery requirements, representations and all funds on deposit from time to time in the Trust Accounts warranties and the Certificate Distribution Account cure and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer repurchase obligations of Triad under the Purchase Agreement; and (ixh) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”)foregoing. It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute constitutes a sale of the Receivables and other related property Other Conveyed Property from the Depositor to the Trust Issuer and the beneficial interest in and title to the Receivables and the related property shall Other Conveyed Property will not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall will constitute a security agreement under applicable law, and grant by the Depositor hereby grants to the Issuer of a first priority perfected security interest in all of the Depositor’s its right, title and interest in and to the Conveyed Assetsinterest, whether now owned or existing or hereafter acquired or arising, and under 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 in the property consisting of, arising from or relating referred to such Conveyed Assets, as security in this Section to the Issuer for the Depositor’s obligations hereunderbenefit of the Indenture Trustee, the Noteholders and the Insurer.

Conveyance of Receivables. In consideration By execution of the Issuer’s delivery to or upon the order of the Depositor of the Notes and the Certificatesthis -------------------------- Agreement, the Depositor Seller does hereby sell, transfer, assign, set over set-over, and otherwise convey (collectively the "Conveyance") to the Issuer, without recourse (subject to Trust for the obligations benefit of the Depositor set forth herein), all right, title and interest ---------- Certificateholders as of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arising: (i) the Receivables and all moneys received thereon after the close of business on the Cutoff Cut-Off Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damagewithout recourse, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ix) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to (i) the Conveyed AssetsReceivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), whether (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now owned or existing or hereafter acquired established, including any reserve account, principal funding account, cash collateral account or arisingspread account, and under (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all accountsproceeds thereof, moneywhich shall initially constitute ----------------- the assets of the Trust. Such property, chattel paper, securities, instruments, documents, deposit accounts, certificates of together with all monies and investments on deposit, letters from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of creditthe Certificateholders of any Series of Certificates, advices any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of creditsuch Series, banker’s acceptancesshall constitute the assets of the Trust (collectively, uncertificated securitiesthe "Trust Assets"). ------------ In connection with such transfer, general intangiblesassignment, contract rightsset-over and conveyance, goods the Seller agrees to record and other property consisting offile, arising from or relating at its own expense, a financing statement (including any continuation statements with respect to such Conveyed Assetsfinancing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as security ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the Depositor’s benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder., including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor on the Closing Date of (x) the net proceeds from the sale of the Notes Notes, (y) the Certificates and (z) the Certificatesother amounts to be distributed from time to time to the Depositor in accordance with the terms of this Agreement, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and propertyto, whether now owned or existing or hereafter acquired or arising:arising (collectively, the “Receivables Property” or the “Trust Property”): (ia) the Receivables and all moneys monies received thereon thereunder on and after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors and any proceeds from the related Obligors, including any vendor’s single interest or other collateral protection insurance policyliquidation of the Receivables; (ivd) any property that shall have secured proceeds from any Receivable repurchased by a Receivable and shall have been acquired by Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or on behalf of warranty in the Depositor, a Seller, the Servicer or the Trustrelated Dealer Agreement; (ve) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including and all Investment Earnings thereon)rights of the Issuer therein; (viiif) all proceeds from any extended warranty service contracts on the related Financed Vehicles; (g) the related Receivable repurchased by a Dealer pursuant to a Dealer Files; (h) the Depositor’s rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the delivery requirements, the representations and warranties and the cure and repurchase obligations of Franklin Capital and Franklin SPE under the Purchase Agreement; and (ixi) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”)foregoing. It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property Trust Property from the Depositor to the Trust Issuer for non-tax purposes and the beneficial interest in and title to the Receivables and the related property other Trust Property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable lawagreement, and the Depositor hereby grants to the Issuer for the benefit of the Noteholders, the Certificateholders and the Indenture Trustee, a first priority perfected security interest in all of the Depositor’s right, title and interest property referred to in and to the Conveyed Assets, Section 2.1 whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunder.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor of the Notes and the Certificates, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arising: (i) the Receivables and all moneys received thereon after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a the Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsAgreement; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ix) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunder.

Conveyance of Receivables. (a) In consideration of the Issuer’s delivery to or upon the order of the Depositor Seller of the Notes Certificates and the Certificatesnet proceeds of the sale of the Notes, less an amount equal to the Reserve Fund Initial Deposit to be deposited to the Reserve Fund and the Yield Supplement Account Deposit to be deposited to the Yield Supplement Account, each on the Closing Date, the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor Seller set forth herein), all right, title and interest of the Depositor in Seller in, to and to the following assets and property, whether now owned or existing or hereafter acquired or arisingunder: (i) the Receivables and all moneys received monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.04 or the purchase of Receivables by the Servicer pursuant to Section 3.08 or 8.01) on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and proceeds of any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability 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 related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any proceeds of Dealer Recourse; (v) the 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 shall have been acquired repossessed by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsIssuer; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts Accounts, including the Reserve Fund Initial Deposit and the Certificate Distribution Yield Supplement Account Deposit, and in all investments therein investment income and proceeds thereof (including all Investment Earnings thereon)thereof; (viii) all proceeds from any Receivable repurchased by a Dealer Servicer Letter of Credit; (ix) any Cap Agreement entered into with one or more Cap Counterparties pursuant to a Dealer AgreementSection 1.02(a)(xxxiii) of the Administration Agreement and any related collateral and collateral accounts (including, but not limited to, the Cap Collateral and the Cap Agreement Collateral Account described in Section 8.02(c) of the Indenture); and (ixx) the proceeds of any and all of the foregoing (collectivelyforegoing. The Seller hereby confirms to the Issuer that, with as of the assets listed in clauses (i) through (viii) aboveClosing Date, the “Conveyed Assets”). It is Seller shall have caused the intention portions of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other all related property from the Depositor to the Trust and the beneficial interest in and title electronic records relating to the Receivables to be clearly and unambiguously marked, and shall have made the related property shall not appropriate entries in its general accounting records, to indicate that such Receivables have been transferred and sold to the Issuer. (b) The parties hereto intend that the conveyance hereunder be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy lawsale. In the event that, notwithstanding that the intent of the Depositor, the transfer and assignment contemplated hereby conveyance hereunder is held not to be for any reason considered a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor Seller hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s its right, title and interest in in, to and to under the Conveyed Assets, whether now owned or existing or hereafter acquired or arisingReceivables, and under 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 conveyed hereunder and all proceeds of any of the foregoing. The parties hereto intend that this Agreement constitute a security agreement under applicable law. Such grant is made to such Conveyed Assets, as security for secure the Depositor’s obligations payment of all amounts payable hereunder.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor Seller on the Closing Date of the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (ia) the Receivables and all moneys received thereon after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iiic) any Liquidation Proceeds proceeds and Recoveries and any other the right to receive proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors and any proceeds from the related Obligors, including any vendor’s single interest or other collateral protection insurance policyliquidation of the Receivables; (ivd) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all 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; and; (ixe) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement; (h) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses foregoing; (i) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (viiih); and (j) above, the “Conveyed Assets”all proceeds and investments with respect to items (a) through (i). It is the intention of the Depositor Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property Other Conveyed Property from the Depositor Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the related property Other Conveyed Property shall not be part of the DepositorSeller’s estate in the event of the filing of a bankruptcy petition by or against the Depositor Seller under any bankruptcy law. In the event that, notwithstanding the intent of the DepositorSeller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer grant of a first priority perfected security interest in all the property referred to in this Section for the benefit of the Depositor’s right, title Noteholders and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderInsurer.

Conveyance of Receivables. In consideration of (a) On the Issuer’s delivery to or upon the order of the Depositor of the Notes and the CertificatesClosing Date, the Depositor does hereby agrees to sell, transfer, assign, set over and otherwise convey to the IssuerIssuing Entity and the Issuing Entity hereby agrees to purchase from the Depositor, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor in in, to and to under the following assets and property, whether now owned or existing or hereafter created or acquired or arising:(all of the property described in this Section 2.1(a) being collectively referred to herein as the “[Initial] Second Step Transferred Property”): (i) the [Initial] Receivables and all moneys instruments and all monies due or to become due or received thereon by any Person in payment of any of the foregoing on or after the close of business on the [Initial] Cutoff Date; (ii) the security interests in the Financed Vehicles and securing such [Initial] Receivables (including any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesVehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (iii) any Liquidation Proceeds the Receivable Files and Recoveries and any other proceeds the Servicer Files related to such [Initial] Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest monies collected from whatever source in connection with any default of an Obligor or other collateral protection insurance policy; (iv) with respect to any property that shall have secured a Receivable such Financed Vehicle and shall have been acquired by any proceeds from claims or refunds of premiums on behalf of the Depositor, a Seller, the Servicer or the Trustany Insurance Policy; (v) all documents guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other items contained in agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivable Files[Initial] Receivables, whether pursuant to the related Contracts or otherwise; (vi) all of the Depositor’s rights (but not its obligations) to payment under the Receivables Purchase Agreementsall service contracts and other contracts and agreements associated with such [Initial] Receivables; (vii) all Liquidation Proceeds related to any such [Initial] Receivable received on or after the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)[Initial] Cutoff Date; (viii) subject to the Transaction Documents and the Master Agency Agreement, all proceeds from any Receivable repurchased by a Dealer pursuant deposit accounts, monies, deposits, funds, accounts and instruments relating to a Dealer Agreement; andthe foregoing (excluding payments or recoveries in respect of the [Initial] Receivables received prior to the [Initial] Cutoff Date); (ix) the Receivables Purchase Agreement, including the right of the Depositor to cause the Seller to repurchase [Initial] Receivables under certain circumstances; (x) the proceeds of any and all of the foregoing; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any of all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (collectivelyb) [During the [Funding Period][Revolving Period], the Depositor hereby agrees to sell, transfer, assign, set over and otherwise convey to the Issuing Entity and the Issuing Entity hereby agrees to purchase from the Depositor, without recourse, all right, title and interest of the Depositor in, to and under the following property, whether now existing or hereafter created or acquired (all of the property described in this Section 2.1(b) being collectively referred to herein as the “Subsequent Second Step Transferred Property”, and together with the assets listed in clauses Initial Second Step Transferred Property, the “Second Step Transferred Property”): (i) through the Additional Receivables and all instruments and all monies due or to become due or received by any Person in payment of any of the foregoing on or after the Subsequent Cutoff Date; (ii) the Financed Vehicles securing such Additional Receivables (including any such Financed Vehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (iii) the Receivable Files and the Servicer Files related to such Additional Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Financed Vehicles or the Obligors, including any monies collected from whatever source in connection with any default of an Obligor or with respect to any such Financed Vehicle and any proceeds from claims or refunds of premiums on any Insurance Policy; (v) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Additional Receivables, whether pursuant to the related Contracts or otherwise; (vi) all rights to payment under all service contracts and other contracts and agreements associated with such Additional Receivables; (vii) all Liquidation Proceeds related to any such Additional Receivable received on or after the Subsequent Cutoff Date; (viii) abovesubject to the Transaction Documents and the Master Agency Agreement, all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing (excluding payments or recoveries in respect of the Additional Receivables received prior to the Subsequent Cutoff Date); (ix) the Receivables Purchase Agreement, including the right of the Depositor to cause the Seller to repurchase Additional Receivables under certain circumstances; (x) the proceeds of any and all of the foregoing; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any of all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing.] (c) In connection with the purchase and sale of the Second Step Transferred Property hereunder, the Depositor agrees, at its own expense, (i) to annotate and indicate on its books and records (including any computer files) that the Receivables were sold and transferred to the Issuing Entity pursuant to this Agreement, (ii) to deliver to the Issuing Entity (or its designee) all Collections on the Receivables, if any, received on or after the [applicable] Cutoff Date, and (iii) to deliver to the Issuing Entity an assignment in the form attached hereto as Exhibit A (the “[Initial] Second Step Receivables Assignment”) [and Exhibit B (the “Subsequent Second Step Receivables Assignment”, and together with the Initial First Step Receivables Assignment, the “Conveyed AssetsSecond Step Receivables Assignment”]). It is the intention . (d) In consideration of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust Issuing Entity as provided herein, the Issuing Entity shall deliver to, or upon the order of, the Depositor the Notes and Certificates (the beneficial interest “Purchase Price”). (e) [The Issuing Entity hereby directs the Depositor to transfer all Electronic Contracts included in and title the Second Step Transferred Property directly to the Grantor Trust, as assignee under the Receivables and the related property shall not be part Contribution Agreement of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderIssuing Entity.]

Conveyance of Receivables. In consideration of the IssuerWOAR’s delivery to or upon the order of the Depositor World Omni of the Notes and the CertificatesPurchase Price (as defined in Section 2.02(a) below), the Depositor World Omni does hereby sell, transfer, assign, set over and otherwise convey to the IssuerWOAR, without recourse (subject to the obligations of the Depositor set forth World Omni herein), [(i)] on the Closing Date pursuant to a written assignment substantially in the form of Exhibit A (the “[Initial] RPA Assignment”) [(the “Purchase Date”)][, and (ii) if there is a [Funding Period][Revolving Period], on each Subsequent Transfer Date (each, together with the Closing Date, a “Purchase Date”), pursuant to an assignment substantially in the form of Exhibit B (each, a “Subsequent Transfer RPA Assignment” and, together with the Initial RPA Assignment, each an “RPA Assignment”) up to the Available Purchase Amount, in each case], all right, title and interest of the Depositor World Omni, whether now owned or hereafter acquired, and wherever located, in and to the following assets and property, whether now owned or existing or hereafter acquired or arising:(but none of the obligations of World Omni with respect to): (ia) the Receivables identified in the [applicable] Schedule of Receivables to the [applicable] 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 moneys monies received thereon after the close of business on the [applicable] Cutoff Date; (iib) the security interests in in, and the liens on, the Financed Vehicles and any accessions thereto granted by Obligors pursuant to in connection with the Receivables identified in the [applicable] RPA Assignment and any other interest of World Omni in the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables identified in the [applicable] RPA Assignment from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property Financed Vehicle that shall have secured a Receivable identified in the [applicable] RPA Assignment and shall have been acquired by or on behalf of World Omni, WOAR, or, upon the Depositor, a Sellerassignment contemplated by the Sale and Servicing Agreement, the Servicer or the Trust; (ve) all documents “accounts,” “chattel paper,” “general intangibles” and other items contained “promissory notes” (as such terms are defined in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit Uniform Commercial Code as from time to time in effect) constituting or relating to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementforegoing; and (ixf) the proceeds of any and all of the foregoing; provided, however, that the foregoing items (collectively, with the assets listed in clauses (ia) through (viiif) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of include the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderPurchase Price.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor of approximately $[_____], the Notes Certificates and such other amounts to be distributed to the CertificatesDepositor on the Closing Date, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (ia) the Receivables and all moneys received identified thereon after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit credit, life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (ve) all documents and other items contained in the Receivable Files; (vif) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsAgreement; (viig) all right, title and interest in the Trust Accounts and all funds on deposit funds, securities or other assets credited from time to time in to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereonwith respect to the Reserve Account); (viiih) all any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixi) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (ia) through (viiih) above, the “Conveyed Assets”). The Depositor and the Issuer agree that the purchase price for the Conveyed Assets sold by the Depositor to the Issuer represents fair market value for the Conveyed Assets. It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property Conveyed Assets from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a salesale or is otherwise not effective to sell the Conveyed Assets, this Agreement shall constitute a security agreement under applicable law, and grant by the Depositor hereby grants to the Issuer of a first priority perfected security interest in all of the Depositor’s right, title Conveyed Assets and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderbenefit of the Securityholders.

Conveyance of Receivables. In consideration of the Issuer’s 's delivery to or upon the order of the Depositor Seller of $[___________] (which amount represents the Original Pool Balance less (i) the Reserve Account Initial Deposit, (ii) the Initial Overcollateralization Amount, (iii) the initial YSOA, (iv) the Class A-1 Principal Balance and (v) certain other discounts and expenses of the Notes and the CertificatesIssuer), the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor Seller set forth herein), all right, title and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (ia) the Receivables and all moneys received thereon after the close of business on [the Cutoff Date]; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property proceeds from recourse to Dealers with respect to Receivables with respect to which the Servicer has determined in accordance with its customary servicing procedures that eventual payment in full is unlikely; (e) any Financed Vehicle that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer Servicer, the Company or the Trust; (vf) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and Deposit Account (including without limitation any subaccount thereof), including the Certificate Distribution Reserve Account Initial Deposit, and in all investments therein and proceeds thereof (including all Investment Earnings income thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixg) the proceeds of any and all of the foregoing (collectively, with foregoing. The Seller hereby directs the assets listed in clauses (i) through (viii) above, Issuer to issue the “Conveyed Assets”)Certificates to the Company. It is The Seller and the intention Issuer acknowledge that $[___________] of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale purchase price of the Receivables and other related property from owed by the Depositor Issuer to the Trust and Seller pursuant to this Section 2.01 (which amount is not included in the beneficial interest in and title first sentence of Section 2.01) shall be offset by the Issuer against delivery of the Class A-1 Notes to the Receivables and the related property shall not be part order of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderSeller.

Conveyance of Receivables. (a) In consideration of the IssuerDepositor’s delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes $187,712,974.13 and the Certificatesa Certificate representing a Certificate Percentage Interest equal to 15.08233166%, representing a total purchase price of $203,628,992.73 (collectively, the Depositor “Purchase Price”), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the IssuerDepositor, without recourse (subject to the obligations of the Depositor set forth Seller herein), ) all right, title title, and interest of the Depositor Seller in and to the following assets and property, property whether now owned or existing or hereafter acquired or arising: (i) the Receivables and all moneys received thereon after the close of business on the Cutoff DateJuly 31, 2019; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixvii) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viiivi) above, the “Conveyed Assets”). It is . (b) For all non-tax purposes, the intention of Seller and the 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 Receivables and other related property from the Depositor ownership interest in such assets to the Trust and Depositor, rather than the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing mere granting of a bankruptcy petition by or against the Depositor under any bankruptcy lawsecurity interest to secure a borrowing. In the event thatevent, notwithstanding the intent of the Depositorhowever, the that such transfer and assignment contemplated hereby is held deemed not to be a salesale but to be a grant of a mere security interest to secure a borrowing, this Agreement the Seller shall constitute a security agreement under applicable lawbe deemed to have hereby granted, and does hereby grant, to the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest of the Seller in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as which security for interest shall be perfected, to secure a debt in the amount equal to the Purchase Price (less payments of principal previously received in respect of the Receivables) plus interest at a rate equal to the weighted average of the interest rates payable on the Receivables. Pursuant to the Sale and Servicing Agreement and Section 6.04 hereof, the Depositor may sell, transfer and 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 obligations hereunderrights 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 Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Depositor in connection with the transactions contemplated by the Sale and Servicing Agreement. Because (i) the Depositor intends to convey all of its right, title and interest in and to the Receivables to the Issuer pursuant to the Sale and Servicing Agreement, (ii) the Issuer intends to pledge all of its right, title and interest in and to the Receivables to the Indenture Trustee pursuant to the Indenture, (iii) the Seller intends that the transfer of Receivables pursuant to this Agreement be a sale of the ownership interest in such Receivables to the Depositor, and (iv) the parties intend that the Indenture Trustee have a direct security interest in the Receivables, if the transfer of the Receivables pursuant to this Agreement is deemed to be a grant of a security interest to secure a borrowing, the foregoing grant by the Seller of a security interest in the Receivables to secure a debt in the amount of the debt described above shall be deemed to be, and the Seller hereby grants, a direct security interest in the Receivables to the Indenture Trustee for the benefit of the Noteholders to secure the debt described above.

Conveyance of Receivables. In consideration of (a) On the Issuer’s delivery to or upon the order of the Depositor of the Notes and the CertificatesClosing Date, the Depositor does Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the IssuerPurchaser and the Purchaser hereby agrees to purchase from the Seller, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor in Seller in, to and to under the following assets and property, whether now owned or existing or hereafter created or acquired or arising:(all of the property described in this Section 2.1(a) being collectively referred to herein as the “First Step Transferred Property”): (i) the [Initial] Receivables and all moneys instruments and all monies due or to become due or received thereon by any Person in payment of any of the foregoing on or after the close of business on the [Initial] Cutoff Date; (ii) the security interests in the Financed Vehicles and securing such [Initial] Receivables (including any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesVehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (iii) any Liquidation Proceeds the Receivable Files and Recoveries and any other proceeds the Servicer Files related to such [Initial] Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest monies collected from whatever source in connection with any default of an Obligor or other collateral protection insurance policy; (iv) with respect to any property that shall have secured a Receivable such Financed Vehicle and shall have been acquired by any proceeds from claims or refunds of premiums on behalf of the Depositor, a Seller, the Servicer or the Trustany Insurance Policy; (v) all documents guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other items contained in agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivable Files[Initial] Receivables, whether pursuant to the related Contracts or otherwise; (vi) all of the Depositor’s rights (but not its obligations) to payment under the Receivables Purchase Agreementsall service contracts and other contracts and agreements associated with such [Initial] Receivables; (vii) all Liquidation Proceeds related to any such [Initial] Receivable received on or after the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)[Initial] Cutoff Date; (viii) subject to the Transaction Documents and the Master Agency Agreement, all proceeds from any Receivable repurchased by a Dealer pursuant deposit accounts, monies, deposits, funds, accounts and instruments relating to a Dealer Agreement; andthe foregoing (excluding payments or recoveries in respect of the [Initial] Receivables received prior to the [Initial] Cutoff Date); (ix) the proceeds of any and all of the foregoing; and (x) all present and future claims, demands, causes of action and choses in action in respect of any of all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (collectively, with b) [During the assets listed in clauses (i) through (viii) above[Funding Period][Revolving Period], the “Conveyed Assets”). It is the intention of the Depositor that the transfer hereby agrees to sell, transfer, assign, set over and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor otherwise convey to the Trust Issuing Entity and the beneficial interest in and title Issuing Entity hereby agrees to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of purchase from the Depositor, the transfer and assignment contemplated hereby is held not to be a salewithout recourse, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in of the Depositor in, to and to under the Conveyed Assetsfollowing property, whether now owned or existing or hereafter created or acquired or arising(all of the property described in this Section 2.1(b) being collectively referred to herein as the “Subsequent First Step Transferred Property”, and together with the Initial First Step Transferred Property, the “First Step Transferred Property”): (i) the Additional Receivables and all instruments and all monies due or to become due or received by any Person in payment of any of the foregoing on or after the Subsequent Cutoff Date; (ii) the Financed Vehicles securing such Additional Receivables (including any such Financed Vehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (iii) the Receivable Files and the Servicer Files related to such Additional Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Financed Vehicles or the Obligors, including any monies collected from whatever source in connection with any default of an Obligor or with respect to any such Financed Vehicle and any proceeds from claims or refunds of premiums on any Insurance Policy; (v) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Additional Receivables, whether pursuant to the related Contracts or otherwise; (vi) all rights to payment under all service contracts and other contracts and agreements associated with such Additional Receivables; (vii) all Liquidation Proceeds related to any such Additional Receivable received on or after the Subsequent Cutoff Date; (viii) subject to the Transaction Documents and the Master Agency Agreement, all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing (excluding payments or recoveries in respect of the Additional Receivables received prior to the Subsequent Cutoff Date); (ix) the proceeds of any and all of the foregoing; and (x) all present and future claims, demands, causes of action and choses in action in respect of any of all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, moneygeneral intangibles, chattel paper, securities, instruments, documents, money, investment property, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract letter-of-credit rights, goods insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property consisting ofwhich at any time constitutes all or part of or is included in the proceeds of any of the foregoing.] (c) In connection with the purchase and sale of the First Step Transferred Property hereunder, arising the Seller agrees, at its own expense, (i) to annotate and indicate on its books and records (including any computer files) that the Receivables were sold and transferred to the Purchaser pursuant to this Agreement, (ii) to deliver to the Purchaser (or its designee) all Collections on the Receivables, if any, received on or after the [applicable] Cutoff Date, and (iii) to deliver to the Purchaser an assignment in the form attached hereto as Exhibit A (the “[Initial] First Step Receivables Assignment”) [and Exhibit C (the “Subsequent First Step Receivables Assignment”, and together with the Initial First Step Receivables Assignment, the “First Step Receivables Assignment”]). (d) In consideration of the sale of the Receivables from or relating the Seller to the Purchaser as provided herein, the Purchaser shall pay to the Seller an amount equal to the Receivables Purchase Price. A portion of the Receivables Purchase Price shall be paid to the Seller in immediately available funds and the balance of such Conveyed Assetspurchase price shall be paid through the transfer of approximately five percent of the Notes and Certificates retained for risk retention purposes and any other Retained Notes. (e) The Purchaser hereby directs the Seller to transfer all Electronic Contracts included in the First Step Transferred Property directly to [the Grantor Trust, as security for assignee under the Depositor’s obligations hereunderReceivables Contribution Agreement of] the Issuing Entity, who is the assignee of the Purchaser under the Receivables Transfer Agreement.

Conveyance of Receivables. In consideration of the Issuer’s 's delivery to or upon the order of the Depositor of the Notes and the Certificates, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (i) the Receivables Receivables, and all rights, benefits, obligations and proceeds arising therefrom or in connection therewith, including the right to all moneys received thereon after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and all rights of the Depositor to proceeds of all Insurance Policies covering any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Seller, the Depositor, a Seller, the Servicer or the Trust; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the proceeds from any Servicer's errors and omissions protection policy, any fidelity bond and any blanket physical damage policy, to the extent such proceeds relate to any Financed Vehicle; (vii) all documents and other items contained in the Receivable Files; (viviii) all of the Depositor’s 's rights (but not its obligations) under the Receivables Purchase AgreementsAgreement; (viiix) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementthereof; and (ixx) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viiiix) above, the “"Conveyed Assets”"). It is the intention of the Depositor parties hereto that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property (for non-tax purposes) from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s 's estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositorparties hereto, the transfer and assignment contemplated hereby is held not to be a salesale (for non-tax purposes), this Agreement shall constitute a security agreement under applicable law, and, in such event, the Depositor shall be deemed to have granted, and the Depositor hereby grants grants, to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s 's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, for the benefit of the Trust and its assignees as security for the Depositor’s 's obligations hereunderhereunder and the Depositor consents to the pledge of the foregoing Conveyed Assets under the Indenture to the Indenture Trustee.

Conveyance of Receivables. (a) In consideration of the IssuerDepositor’s delivery to or upon the order Seller on the Closing Date of approximately $1,306,519,241.96 and a capital contribution by the Seller to the Depositor of approximately $243,748,830.24 aggregate principal amount of the Notes and the CertificatesReceivables, the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, Depositor without recourse (subject to the obligations of the Depositor set forth Seller herein), ) all right, title title, and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (i) the Receivables and all moneys received thereon on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables pursuant to the Hyundai Assurance Program or from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a any Receivable and that shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixvii) the proceeds of any and all of the foregoing (collectively, with foregoing. The Seller and the assets listed Depositor agree that the purchase price for the Receivables sold by the Seller to the Depositor represents fair market value for the Receivables. The Depositor shall make payment in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention respect of the Purchase Price upon demand by the Seller. (b) [Reserved]. (c) [Reserved]. (d) The Seller and the 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 Receivables and other related property from the Depositor ownership interest in such assets to the Trust and Depositor, rather than the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing mere granting of a bankruptcy petition by or against the Depositor under any bankruptcy lawsecurity interest to secure a borrowing. In the event thatevent, notwithstanding the intent of the Depositorhowever, the that such transfer and assignment contemplated hereby is held deemed not to be a salesale but to be of a mere security interest to secure a borrowing or such transfer is otherwise not effective to sell the Receivables and other property described in Section 2.01(a) hereof, the Seller shall be deemed to have hereby granted to the Depositor a perfected first priority security interest in all such assets, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the Sale and Servicing Agreement and Section 7.04 hereof, and the Depositor hereby grants may sell, transfer and assign to the Issuer a first priority perfected security interest in (i) all or any portion of the assets assigned to the Depositor hereunder, (ii) all or any portion of the Depositor’s rightrights 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, title and interest in and without further notice to or acknowledgement from the Seller. The Seller waives, to the Conveyed Assetsextent permitted under applicable law, all claims, causes of action and remedies, whether now owned legal or existing equitable (including any right of setoff), against the Depositor or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates any assignee 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 the Depositor relating to such Conveyed Assets, as security for action by the Depositor’s obligations hereunderDepositor in connection with the transactions contemplated by the Sale and Servicing Agreement.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor of approximately $1,306,519,241.96, the Notes Certificates and such other amounts to be distributed to the CertificatesDepositor on the Closing Date, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (ia) the Receivables and all moneys received thereon after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables pursuant to the Hyundai Assurance Program or from claims on any theft, physical damage, credit credit, life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (ve) all documents and other items contained in the Receivable Files; (vif) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsAgreement; (viig) all right, title and interest in the Trust Accounts and all funds on deposit funds, securities or other assets credited from time to time in to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereonwith respect to the Reserve Account); (viiih) all any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixi) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (ia) through (viiih) above, the “Conveyed Assets”). The Depositor and the Issuer agree that the purchase price for the Conveyed Assets sold by the Depositor to the Issuer represents fair market value for the Conveyed Assets. It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property Conveyed Assets from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a salesale or is otherwise not effective to sell the Conveyed Assets, this Agreement shall constitute a security agreement under applicable law, and grant by the Depositor hereby grants to the Issuer of a first priority perfected security interest in all of the Depositor’s right, title Conveyed Assets and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderbenefit of the Securityholders.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor of cash, the Notes Certificates and such other amounts to be distributed to the CertificatesDepositor on the Closing Date, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (ia) the Receivables and all moneys received identified thereon after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit credit, life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (ve) all documents and other items contained in the Receivable Files; (vif) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsAgreement; (viig) all right, title and interest in the Trust Accounts and all funds on deposit funds, securities or other assets credited from time to time in to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereonwith respect to the Reserve Account[ and the initial Reserve Account Deposit)]; (viiih) all any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixi) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (ia) through (viiih) above, the “Conveyed Assets”). The Depositor and the Issuer agree that the purchase price for the Conveyed Assets sold by the Depositor to the Issuer represents fair market value for the Conveyed Assets. It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property Conveyed Assets from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a salesale or is otherwise not effective to sell the Conveyed Assets, this Agreement shall constitute a security agreement under applicable law, and grant by the Depositor hereby grants to the Issuer of a first priority perfected security interest in all of the Depositor’s right, title Conveyed Assets and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderbenefit of the Securityholders.

Conveyance of Receivables. In consideration of the Issuer’s Trust's ------------------------- delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes net proceeds from the sale of the Notes, the Certificates and the Certificatesother amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the IssuerTrust, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor Seller in and to the following assets property, wherever located and propertyin whatever form, whether tangible or intangible, whether now owned or existing or hereafter acquired or arisingacquired: (ia) the Receivables listed in the Schedule of Receivables, including all monies (including accrued interest) due or received thereon on or after the Cut-Off Date and all moneys received thereon after property (including the close of business on the Cutoff Dateright to receive future Liquidation Proceeds) that secures a Receivable; (iib) the security interests of the Seller in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables Receivables; (c) the Note Account, the Reserve Account and any other the Collection Account and funds deposited therein and all investments of such funds; (d) the interest of the Depositor Seller in such Financed Vehiclesthe documents and instruments constructively delivered to the Indenture Trustee pursuant to Section 3.3; (iiie) the interest of the Seller in any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, theft, vendor's single interest, credit life life, disability or disability hospitalization insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixf) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”)foregoing. It is the intention of the Depositor Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property Trust Property from the Depositor Seller to the Trust and the beneficial interest in and title to the Receivables and the related property other Trust Property shall not be part of the Depositor’s Seller's estate in the event of the filing insolvency of a bankruptcy petition by or against the Depositor under any bankruptcy lawSeller. In the event that, notwithstanding the intent of the DepositorSeller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and that this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunder.

Conveyance of Receivables. (a) In consideration of the IssuerDepositor’s delivery to or upon the order of the Depositor Seller on the Closing Date of $1,404,692,850.26 (the Notes and the Certificates“Purchase Price”), the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the IssuerDepositor, without recourse (subject to the obligations of the Depositor set forth Seller herein), ) all right, title title, and interest of the Depositor Seller in and to the following assets and property, property whether now owned or existing or hereafter acquired or arising: (i) the Receivables and all moneys received thereon after the close of business on the Cutoff DateMarch 31, 2022; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer AgreementAgreement and all rights against BMW Bank pursuant to one or more bills of sale pursuant to which the Seller acquired the Receivables; and (ixvii) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viiivi) above, the “Conveyed Assets”). It is . (b) For all non-tax purposes, the intention of Seller and the 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 Receivables and other related property from the Depositor ownership interest in such assets to the Trust and Depositor, rather than the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing mere granting of a bankruptcy petition by or against the Depositor under any bankruptcy lawsecurity interest to secure a borrowing. In the event thatevent, notwithstanding the intent of the Depositorhowever, the that such transfer and assignment contemplated hereby is held deemed not to be a salesale but to be a grant of a mere security interest to secure a borrowing, this Agreement the Seller shall constitute a security agreement under applicable lawbe deemed to have hereby granted, and does hereby grant, to the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest of the Seller in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as which security for interest shall be perfected, to secure a debt in the amount equal to the Purchase Price (less payments of principal previously received in respect of the Receivables) plus interest at a rate equal to the weighted average of the interest rates payable on the Receivables. Pursuant to the Sale and Servicing Agreement and Section 6.04 hereof, the Depositor may sell, transfer and 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 obligations hereunderrights 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 Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Depositor in connection with the transactions contemplated by the Sale and Servicing Agreement. Because (i) the Depositor intends to convey all of its right, title and interest in and to the Receivables to the Issuer pursuant to the Sale and Servicing Agreement, (ii) the Issuer intends to pledge all of its right, title and interest in and to the Receivables to the Indenture Trustee pursuant to the Indenture, (iii) the Seller intends that the transfer of Receivables pursuant to this Agreement be a sale of the ownership interest in such Receivables to the Depositor, and (iv) the parties intend that the Indenture Trustee have a direct security interest in the Receivables, if the transfer of the Receivables pursuant to this Agreement is deemed to be a grant of a security interest to secure a borrowing, the foregoing grant by the Seller of a security interest in the Receivables to secure a debt in the amount of the debt described above shall be deemed to be, and the Seller hereby grants, a direct security interest in the Receivables to the Indenture Trustee for the benefit of the Noteholders to secure the debt described above.

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 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 Issuer’s delivery foregoing and other good and valuable consideration to or upon be delivered to the order Seller hereunder, on behalf of the Depositor of the Notes and the CertificatesIssuer, the Depositor Seller does hereby sell, transfer, assign, set over assign and otherwise convey to the Owner Trustee on behalf of the Issuer, in trust for the benefit of the Certificateholder, without recourse (subject to the Seller's obligations of the Depositor set forth herein), ): (i) all right, title and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arising: (i) the Receivables and all moneys received 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 close of business on the Cutoff Date; (ii) 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 other interest of the Depositor in such Financed Vehiclesaccessions thereto; (iii) the interest of the Seller in any Liquidation Proceeds proceeds of any physical damage insurance policies covering Financed Vehicles and Recoveries and in any other proceeds with respect of any credit life or credit disability insurance policies relating to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related 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 shall have been acquired by or on behalf of repossessed pursuant to the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Filesterms thereof; (vi) all the rights and interests of the Depositor’s rights (but not its obligations) Seller under the Receivables Purchase AgreementsAgreement; (vii) all other assets comprising the Owner Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon);Estate; and (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; andof the foregoing. (ixc) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s Seller's estate in the event of the filing of a bankruptcy petition by or against the Depositor Seller under any bankruptcy law. In The Seller agrees to execute and file all filings (including filings under the event that, notwithstanding the intent UCC) necessary in any jurisdiction to provide third parties with notice of the Depositor, sale of the 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 hereby is held not to by this Agreement be a sale, this Agreement 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 constitute a security agreement under applicable law, and give the Depositor hereby grants to Owner Trustee on behalf of the Issuer a first priority perfected security interest in all of the Depositor’s rightin, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accountsthe Receivables, 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 ofconveyed 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, arising 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 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 by the Issuer and controlled by the Owner Trustee on behalf of the Issuer. Indication of the Issuer's ownership of a Receivable shall be deleted from or relating modified on the Servicer's computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to such Conveyed Assetsthis Agreement. (f) Ownership and control of the Receivables, as security for between the Depositor’s obligations hereunderIssuer, the Owner Trustee and the Indenture Trustee (on behalf of the Noteholders and Certificateholder) shall be governed by the Indenture.

Conveyance of Receivables. In consideration of the Issuer’s Issuing Entity's delivery to or upon the order of the Depositor of (i) Class A-1 Notes with an aggregate Outstanding Principal Amount of $246,100,000, (ii) Class A-2 Notes with an aggregate Outstanding Principal Amount of $250,000,000, (iii) Class A-3 Notes with an aggregate Outstanding Principal Amount of $302,000,000, (iv) Class A-4 Notes with an aggregate Outstanding Principal Amount of $136,460,000, (v) Class B Notes with an aggregate Outstanding Principal Amount of $26,560,000 and (vi) the Notes and the Certificates, Certificate with a Certificate Balance of $4,835,819 the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the IssuerIssuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest interest, whether now owned or hereafter acquired, of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingfollowing: (ia) the Receivables Receivables, and all moneys received thereon monies (including accrued interest) due thereunder on or after the close of business on the Cutoff Cut-off Date; (iib) the Trust Account Property; (c) the security interests in the Financed Vehicles and any accessions thereto Transaction Equipment granted by Obligors pursuant to the Receivables Receivables, the Transaction Equipment, and any other interest of the Depositor in such Financed Vehiclesall Liquidation Proceeds; (iiid) any Liquidation Proceeds and Recoveries and any other all proceeds of repossessed or returned Transaction Equipment; (e) all proceeds with respect to the Receivables from claims on any theft, physical damage, credit life life, liability or disability insurance policies covering the Financed Vehicles Equipment or the related Obligors, including any vendor’s single interest or other collateral protection insurance policyas the case may be; (ivf) any property that shall have secured a Receivable and shall have been acquired by or on behalf the Purchase Agreement, including the right of the Depositor, a Seller, Depositor to cause CFSC to repurchase Receivables from the Servicer or the TrustDepositor as provided therein; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viiig) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementrecourse to, or other payments by, Dealers on Receivables; (h) cash in the amount of the Reserve Account Initial Deposit; and (ixi) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”)foregoing. It is the intention express intent of the Depositor parties hereto that the transfer conveyance of the Receivables and assignment contemplated the other property described above by the Depositor to the Issuing Entity as provided in this Agreement shall constitute be, and be construed as, a sale of the Receivables and the other related property from described above by the Depositor to the Trust and Issuing Entity. It is, further, not the beneficial intention of the parties that such conveyance be deemed the grant of a security interest in and title the Receivables or the other property described above by the Depositor to the Receivables and the related property shall not be part Issuing Entity to secure a debt or other obligation of the Depositor’s estate . However, in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event thatevent, notwithstanding the intent of the parties, the Receivables or the other property described above are held to be property of the Depositor, the transfer and assignment contemplated hereby or if for any reason this Agreement is held not or deemed to be create a salesecurity interest in the Receivables or the other property described above then, (a) this Agreement shall constitute be a security agreement under applicable law, within the meaning of Article 9 of the New York UCC and (b) the Depositor hereby grants to the Issuer Issuing Entity a first priority perfected security interest in all of the Depositor’s 's right, title title, and interest in and to the Conveyed Assetsinterest, whether now owned or existing or hereafter acquired or arisingacquired, in and under 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 to the property consisting of, arising from or relating to such Conveyed Assetsdescribed in clauses (a) through (i) above, as security for the Depositor’s obligations of the Depositor hereunder. In connection herewith, the Issuing Entity (or its assignee) shall have all of the rights and remedies of a secured party under the UCC. Any assignment of the interest of the Issuing Entity pursuant to this Section 2.01 shall also be an assignment of the security interest created hereby. Each of the Depositor and the Issuing Entity shall, to the extent consistent with this Agreement, 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 such throughout the term of the Agreement.

Conveyance of Receivables. In consideration of the IssuerIssuing Entity’s delivery to or upon the order of the Depositor of the Notes and the Certificates, on the Closing Date the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the IssuerIssuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “SSA Assignment”) all right, title and interest of the Depositor Depositor, whether now or hereafter acquired, and wherever located, in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingfollowing: (ia) 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 moneys monies received thereon and in respect thereof after the close of business on the Cutoff Date; (iib) the security interests in in, and the liens on, the Financed Vehicles and any accessions thereto granted by Obligors pursuant to in connection with the Receivables and any other interest of the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the such Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property Financed Vehicle that shall have secured a an Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (ve) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts and Accounts, including the Certificate Distribution Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments therein and proceeds thereof (including all Investment Earnings income thereon); (viiif) the Receivables Purchase Agreement; (g) all proceeds “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from any Receivable repurchased by a Dealer pursuant time to a Dealer Agreementtime in effect) constituting or relating to the foregoing; and (ixh) the proceeds of any and all of the foregoing; provided, however, that the foregoing items (collectively, with the assets listed in clauses (ia) through (viiih) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of include the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer Notes and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderCertificates.

Conveyance of Receivables. (a) In consideration of the Issuer’s Trustee's delivery to of Certificates to, or upon the written order of, the Seller in an aggregate principal amount equal to the aggregate Principal Balance of the Depositor of Initial Receivables plus the Notes and the CertificatesOriginal Pre-Funded Amount, the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the IssuerTrustee on behalf of the Trust, in trust for the benefit of the Certificateholders, without recourse (subject to the obligations of the Depositor set forth contained herein), ): (i) all right, title and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arising: (i) the Receivables listed in Schedule A hereto and all moneys monies received thereon on or after the close of business on the initial Cutoff DateDate and all Liquidation Proceeds received with respect to such Receivables; (ii) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such the Financed Vehicles, including, without limitation, the certificates of title with respect to Financed Vehicles; (iii) all, right, title and interest of the Seller in and to any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theftInsurance Policies covering the Receivables, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a Receivable all, right, title and shall have been acquired by or on behalf interest of the Depositor, a Seller, Seller in and to the Servicer or the TrustPre-Funding Account and all moneys and investments from time to time on deposit therein; (v) all documents right, title and other items contained interest of the Seller in and to the Receivable FilesPurchase Agreement, including a direct right to cause Asta Funding to purchase Receivables from the Trust under certain circumstances; (vi) all right, title and interest of the Depositor’s rights (but not its obligations) under Seller in and to refunds of unearned premiums with respect to any Insurance Policies covering the Receivables Purchase AgreementsReceivables, an Obligor or the Financed Vehicle or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vii) the Trust Accounts and all funds on deposit from time Receivables File related to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)each Receivable; (viii) all proceeds from any Receivable repurchased by a Dealer pursuant right, title and interest of the Seller in and to a Dealer Agreementthe Reserve Account, the Simple Interest Differential Account, the Capitalized Interest Account, the Collection Account, the Lock-Box Account, the Certificate Account and all monies on deposit therein; and (ix) the proceeds of any and all of the foregoing foregoing. (collectivelyb) Subject to the conditions set forth in Section 3.11 hereof, with in consideration of the assets listed Trustee's delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance in clauses the Pre-Funding Account in an amount equal to the aggregate Receivables Cash Purchase Price of the Subsequent Receivables to be acquired on such Subsequent Transfer Date, the Seller shall on such Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey to the Trustee, without recourse (subject to the obligations herein): (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest of the Seller in and to the Conveyed AssetsSubsequent Receivables and all monies received thereon on or after the related Cutoff Date and all Liquidation Proceeds received with respect to such Receivables; (ii) all right, whether now owned or existing or hereafter acquired or arisingtitle and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in the Financed Vehicles, and under all accountsincluding, moneywithout limitation, chattel paper, securities, instruments, documents, deposit accounts, the certificates of deposittitle with respect to Financed Vehicles; (iii) all, letters right, title and interest of creditthe Seller in and to any proceeds from claims on any Insurance Policies covering the Subsequent Receivables, advices the Financed Vehicles or the Obligors; (iv) all right, title and interest of creditthe Seller in and to the Purchase Agreement, banker’s acceptancesincluding a direct right to cause Asta Funding to purchase the Subsequent Receivables from the Trust under certain circumstances; (v) all right, uncertificated securitiestitle and interest of the Seller in and to refunds of unearned premiums with respect to any Insurance Policies covering the Subsequent Receivables, general intangiblesan Obligor or the Financed Vehicle or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivables File related to each Subsequent Receivable; and (vii) the proceeds of any and all of the foregoing. The Trustee, contract rightson behalf of the Trust and the Certificateholders, goods acknowledges and other property consisting ofagrees that the Seller and any successor is the holder of the Excess Interest, arising from that such Excess Interest is not Trust Property and, subject to the terms and provisions of this Agreement, that the Seller or relating any successor shall be entitled to such Conveyed Assetsreceive all distributions of amounts in respect thereof pursuant to Section 5.5(d), as security for subject to the Depositor’s obligations hereunderlimitation therein.

Conveyance of Receivables. (a) In consideration of the Issuer’s delivery promises and the agreements, provisions and covenants herein contained and other good and valuable consideration to or upon be delivered to the order Seller hereunder, on behalf of the Depositor of the Notes and the CertificatesIssuer, the Depositor Seller does hereby sell, transfer, assign, set over assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations of the Depositor set forth herein), in this Agreement): (i) all right, title and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arising: Receivables (iincluding all related Receivable Files) the Receivables listed in Schedule A hereto and all moneys received 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 4.06 or 9.01) after the close of business on the Cutoff Cut-off Date; (ii) the right 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 other interest of the Depositor in such Financed Vehiclesrelated property; (iii) the right of the Seller in any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life life, credit disability or disability other insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) the right of the Seller through NMAC to receive payments in respect of any Dealer Recourse 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 shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsReceivable; (vii) the Trust Accounts right of the Seller in rebates of premiums and all funds on deposit from time other amounts relating to time insurance policies and other items financed under the Receivables in effect as of the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)Cut-off Date; (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementother assets comprising the Owner Trust Estate; and (ix) the all proceeds of any and the foregoing. 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), except for monies received in respect of the foregoing Receivables after the Cut-off Date and before the Closing Date which shall be deposited by NMAC (collectively, with in its individual capacity or as the assets listed Servicer) into the Collection Account no later than the first Record Date after the Closing Date. Concurrently therewith and in clauses (i) through (viii) aboveexchange therefor, the “Conveyed Assets”). Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificates. (b) It is the intention of the Depositor Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the related property shall not be part of the DepositorSeller’s estate in the event of the filing of a bankruptcy petition by or against the Depositor Seller under any bankruptcy law. In The Seller agrees to execute and file all filings (including filings under the event that, notwithstanding the intent UCC) necessary in any jurisdiction to provide third parties with notice of the Depositor, sale of the Receivables pursuant to this Agreement and to perfect such sale under the UCC. (c) Although the parties hereto intend that the transfer and assignment contemplated hereby is held not to by this Agreement be a sale, this Agreement 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 constitute a security agreement under applicable law, and the Depositor hereby grants to give the Issuer a first priority perfected security interest in all of the Depositor’s rightin, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accountsthe Receivables, 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 ofconveyed 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, arising and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC. (d) 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 master computer records that refer to any Receivable indicate clearly the interest of the Issuer in such Receivables and that such Receivable is owned by the Issuer and under the control of the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or relating modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to such Conveyed Assetsthis Agreement. (e) Ownership and control of the Receivables, as security for between the Depositor’s obligations hereunderIssuer and the Indenture Trustee (on behalf of the Noteholders and the Certificateholders), shall be governed by the Indenture.

Conveyance of Receivables. (a) In consideration of the IssuerDepositor’s delivery to or upon the order Seller on the Closing Date of an amount equal to the estimated fair market value of the Depositor Purchased Assets, which amount shall be paid in the form of (i) cash, less the par value of the Retained Notes to be issued to the Seller on the Closing Date, and (ii) a capital contribution initially made by the CertificatesSeller to the Depositor (collectively, the Depositor “Purchase Price”), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, Depositor without recourse (subject to the obligations of the Depositor set forth Seller herein), ) all right, title title, and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (i) the Receivables and all moneys received identified thereon on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a any Receivable and that shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixvii) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viiivi) above, the “Conveyed Purchased Assets”). It is the intention The Depositor shall make payment in respect of the Purchase Price upon demand by the Seller. (b) The Seller and the Depositor intend that the transfer and assignment contemplated of the Purchased Assets by the Seller to the Depositor pursuant to this Agreement shall constitute be a sale of the Receivables and other related property from the Depositor ownership interest in such assets to the Trust and Depositor, rather than the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing mere granting of a bankruptcy petition by or against the Depositor under any bankruptcy lawsecurity interest to secure a borrowing. In the event thatevent, notwithstanding the intent of the Depositorhowever, the that such transfer and assignment contemplated hereby is held deemed not to be a salesale but to be of a mere security interest to secure a borrowing or such transfer is otherwise not effective to sell the Receivables and other property described in Section 2.01(a) hereof, the Seller shall be deemed to have hereby granted to the Depositor a perfected first priority security interest in all such assets, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the Sale and Servicing Agreement and Section 7.04 hereof, and the Depositor hereby grants may sell, transfer and assign to the Issuer a first priority perfected security interest in (i) all or any portion of the assets assigned to the Depositor hereunder, (ii) all or any portion of the Depositor’s rightrights 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, title and interest in and without further notice to or acknowledgement from the Seller. The Seller waives, to the Conveyed Assetsextent permitted under applicable law, all claims, causes of action and remedies, whether now owned legal or existing equitable (including any right of setoff), against the Depositor or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates any assignee 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 the Depositor relating to such Conveyed Assets, as security for action by the Depositor’s obligations hereunderDepositor in connection with the transactions contemplated by the Sale and Servicing Agreement.

Conveyance of Receivables. In consideration of the Issuer’s 's delivery of the Certificate to or upon the order of the Depositor Transferor on the Closing Date and the net proceeds from the sale of the Notes and the Certificatesother amounts to be distributed from time to time to, or upon the order of, the Depositor Transferor in accordance with the terms of this Agreement, the Transferor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor Transferor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (i) the Receivables listed in Schedule A hereto, all monies received on the Receivables after the Cutoff Date and, with respect to any Receivables which are Precomputed Receivables, the related Payahead Amount, and all moneys Liquidation Proceeds and Recoveries received thereon after the close of business on the Cutoff Datewith respect to such Receivables; (ii) the security interests in the related Financed Vehicles and any accessions thereto granted by the related Obligors pursuant to the Receivables and any other interest of the Depositor Transferor in such Financed Vehicles, including, without limitation, the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability and credit accident and health insurance policies covering or certificates or the VSI Policy, if any, relating to the related Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policyrebates and premiums; (iv) any property (including the right to receive future Liquidation Proceeds) that shall have secured a secures an Receivable and shall have that has been acquired by or on behalf of the Depositor, a Seller, Issuer pursuant to the Servicer or the Trustliquidation of such Receivable; (v) all documents the Purchase Agreement and other items the Guarantee including, without limitation, a direct right to cause LBAC to purchase Receivables from the Issuer upon the occurrence of a breach of any of the representations and warranties contained in Section 3.2(b) of the Receivable FilesPurchase Agreement or the failure of LBAC to timely comply with its obligations pursuant to Section 5.5 of the Purchase Agreement; (vi) all refunds for the costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or Financed Vehicle or his or her obligations with respect to such Financed Vehicle and any recourse to Dealers for any of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreementsforegoing; (vii) the Trust Accounts Legal Files and the Receivable Files related to each Receivable and any and all funds other documents that LBAC keeps on deposit from time file in accordance with its customary procedures relating to time in the Trust Accounts and Receivables, the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon)related Obligors or the related Financed Vehicles; (viii) all amounts and property from time to time held in or credited to the Lock-Box Account, to the extent such amounts and property relate to the Receivables; (ix) any proceeds from recourse against Dealers (other than any Receivable repurchased by a Chargeback Obligations), including, without limitation, any Dealer pursuant Title Guaranties with respect to a Dealer Agreementthe Receivables, with respect to the sale of the Receivables; and (ixx) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderforegoing.

Conveyance of Receivables. (a) In consideration of the IssuerDepositor’s delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes $248,202,151.96 and the Certificatesa Certificate representing a Certificate Percentage Interest equal to 14.24452813%, representing a total purchase price of $272,069,588.31 (collectively, the Depositor “Purchase Price”), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the IssuerDepositor, without recourse (subject to the obligations of the Depositor set forth Seller herein), ) all right, title title, and interest of the Depositor Seller in and to the following assets and property, property whether now owned or existing or hereafter acquired or arising: (i) the Receivables and all moneys received thereon after the close of business on the Cutoff DateApril 30, 2024; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixvii) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viiivi) above, the “Conveyed Assets”). It is . (b) For all non-tax purposes, the intention of Seller and the 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 Receivables and other related property from the Depositor ownership interest in such assets to the Trust and Depositor, rather than the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing mere granting of a bankruptcy petition by or against the Depositor under any bankruptcy lawsecurity interest to secure a borrowing. In the event thatevent, notwithstanding the intent of the Depositorhowever, the that such transfer and assignment contemplated hereby is held deemed not to be a salesale but to be a grant of a mere security interest to secure a borrowing, this Agreement the Seller shall constitute a security agreement under applicable lawbe deemed to have hereby granted, and does hereby grant, to the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest of the Seller in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as which security for interest shall be perfected, to secure a debt in the amount equal to the Purchase Price (less payments of principal previously received in respect of the Receivables) plus interest at a rate equal to the weighted average of the interest rates payable on the Receivables. Pursuant to the Sale and Servicing Agreement and Section 6.04 hereof, the Depositor may sell, transfer and 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 obligations hereunderrights 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 Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Depositor in connection with the transactions contemplated by the Sale and Servicing Agreement. Because (i) the Depositor intends to convey all of its right, title and interest in and to the Receivables to the Issuer pursuant to the Sale and Servicing Agreement, (ii) the Issuer intends to pledge all of its right, title and interest in and to the Receivables to the Indenture Trustee pursuant to the Indenture, (iii) the Seller intends that the transfer of Receivables pursuant to this Agreement be a sale of the ownership interest in such Receivables to the Depositor, and (iv) the parties intend that the Indenture Trustee have a direct security interest in the Receivables, if the transfer of the Receivables pursuant to this Agreement is deemed to be a grant of a security interest to secure a borrowing, the foregoing grant by the Seller of a security interest in the Receivables to secure a debt in the amount of the debt described above shall be deemed to be, and the Seller hereby grants, a direct security interest in the Receivables to the Indenture Trustee for the benefit of the Noteholders to secure the debt described above.

Conveyance of Receivables. In consideration (a) Upon the execution of this Agreement by the Issuer’s delivery to parties hereto [or upon the order of the Depositor of the Notes and the Certificateson any Additional Closing Date], the Depositor does hereby Seller, pursuant to the mutually agreed upon terms contained in this Agreement, shall sell, transfer, assign, set over 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 Certificates. (b) In consideration of the Depositor set forth 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 Certificateholders without recourse (subject to the Seller's obligations herein), ): (i) all right, title and interest of the Depositor Seller in and to the following assets and property, whether now owned or existing or hereafter acquired or arising: (i) the Receivables and all moneys received 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 close of business on the Cutoff Date; (ii) 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 other interest of the Depositor in such Financed Vehiclesaccessions thereto; (iii) the interest of the Seller in any Liquidation Proceeds proceeds of any physical damage insurance policies covering Financed Vehicles and Recoveries and in any other proceeds with respect of any credit life or credit disability insurance policies relating to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related 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 shall have been acquired by or on behalf of repossessed pursuant to the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Filesterms thereof; (vi) all the rights and interests of the Depositor’s rights (but not its obligations) Seller under the Receivables Purchase AgreementsAgreement; (vii) all other assets comprising the [Owner] Trust Accounts [Estate (other than the Revolving Liquidity Note and all funds on deposit from time to time in Revolving Liquidity Note Agreement, which are assets of the Owner Trust Accounts and Estate but are not sold by the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereonSeller);]; and (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; andof the foregoing. (ixc) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s Seller's estate in the event of the filing of a bankruptcy petition by or against the Depositor Seller under any bankruptcy law. In The Seller agrees to execute and file all filings (including filings under the event that, notwithstanding the intent UCC) necessary in any jurisdiction to provide third parties with notice of the Depositor, sale of the 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 hereby is held not to by this Agreement be a sale, this Agreement 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 constitute a security agreement under applicable law, and the Depositor hereby grants to give the Issuer a first priority perfected security interest in all of the Depositor’s rightin, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accountsthe Receivables, 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 ofconveyed 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, arising 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 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 and Certificateholders) shall be governed by the Indenture. [During a Revolving Period relating to any class of Notes, the Seller may designate additional Receivables for sale to the Issuer, and the Owner Trustee on behalf of the Issuer may agree to purchase such Conveyed Assets, as security for Receivables during the Depositor’s obligations hereunderRevolving Period and subject to the same conditions set forth in this Agreement.]

Conveyance of Receivables. In consideration of the Issuer’s 's delivery to or upon the order of the Depositor on the Closing Date of the Notes and the CertificatesCertificates and the other amounts to be distributed from time to time to the order of the Depositor in accordance with the terms of this Agreement, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (ia) the Receivables and all moneys received thereon after the close of business on the Cutoff Date; (iib) an assignment of the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Originator or the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds proceeds and Recoveries and any other the right to receive proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors and any proceeds from the related Obligors, including any vendor’s single interest or other collateral protection insurance policyliquidation of the Receivables; (ivd) any property that shall have secured the right to cause the related Dealer or Third-Party Lender to repurchase Receivables pursuant to a Receivable Dealer Agreement or an Auto Loan Purchase and shall have been acquired by Sale Agreement, respectively, as a result of a breach of representation or on behalf of warranty in the Depositorrelated Dealer Agreement or Auto Loan Purchase and Sale Agreement, a Seller, the Servicer or the Trustrespectively; (ve) all documents and other items contained in rights, if any, to refunds for the costs of Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (vig) all of the Depositor’s 's right, title and interest in its rights (and benefits, but not none of its obligations) obligations or burdens, under the Receivables Purchase Agreements; (vii) Agreement, including the Trust Accounts Depositor's rights under the Purchase Agreement, to enforce the delivery requirements, representations and all funds on deposit from time to time in the Trust Accounts warranties and the Certificate Distribution Account cure and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer repurchase obligations of Triad under the Purchase Agreement; and (ixh) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”)foregoing. It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute constitutes a sale of the Receivables and other related property Other Conveyed Property from the Depositor to the Trust Issuer and the beneficial interest in and title to the Receivables and the related property shall Other Conveyed Property will not be part of the Depositor’s 's estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall will constitute a security agreement under applicable law, and grant by the Depositor hereby grants to the Issuer of a first priority perfected security interest in all of the Depositor’s its right, title and interest in and to the Conveyed Assetsinterest, whether now owned or existing or hereafter acquired or arising, and under 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 in the property consisting of, arising from or relating referred to such Conveyed Assets, as security in this Section to the Issuer for the Depositor’s obligations hereunderbenefit of the Indenture Trustee, the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the Issuer’s Trustee's delivery to or upon the order of the Depositor of Class A Certificates with a Certificate Balance equal to the Notes Original Pool Balance and the CertificatesClass IC Certificate, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the IssuerTrustee, in trust for the benefit of the Certificateholders and the Insurer, without recourse (subject to the obligations of the Depositor set forth herein), ): (i) all right, title title, and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arising: (i) the Receivables and all moneys received thereon after the close of business on the Cutoff Datelisted in Schedule A hereto; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesReceivables; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims or refunds of premiums on any theft, physical damage, lender's single interest, credit life or life, disability and hospitalization insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a Receivable and shall have been acquired by or on behalf of funds deposited in the Depositor, a Seller, the Servicer or the TrustCertificate Account; (v) the interest of the Depositor in any proceeds from recourse to Dealers relating to the Receivables; (vi) all documents and other items contained in the Receivable Files; (vivii) all of monies paid and all monies due, including Accrued Interest, after the Depositor’s rights Cutoff Date, with respect to the Receivables held by the Servicer or Depositor (but not its obligations) under excluding Accrued Interest paid prior to the Receivables Purchase AgreementsClosing Date); (viiviii) the Trust Accounts rights of the Depositor 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. The Depositor does hereby further assign, convey, pledge and grant a security interest in (i) the funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof Spread Account; (including all Investment Earnings thereon); (viiiii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer AgreementEligible Investments purchased with funds deposited in the Spread Account; and (ixiii) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest, including any beneficial interest the Depositor may have in the Certificate Account, the Spread Account and the funds deposited therein, and (iv) any proceeds of any of the foregoing, to the Trustee and for the benefit of the Certificateholders to secure amounts payable to Certificateholders as provided under this Agreement. The Depositor does not convey to the Trustee any interest in and any contracts with Dealers related to any "dealer reserve" or any rights to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates recapture of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderany dealer reserve.

Conveyance of Receivables. (a) In consideration of the IssuerDepositor’s delivery to or upon the order of the Depositor Seller on the Closing Date of the Notes $223,473,004.11 and the Certificatesa Certificate representing a Certificate Percentage Interest equal to 14.96288427%, representing a total purchase price of $249,894,171.79 (collectively, the Depositor “Purchase Price”), the Seller does hereby sell, transfer, assign, set over and otherwise convey to the IssuerDepositor, without recourse (subject to the obligations of the Depositor set forth Seller herein), ) all right, title title, and interest of the Depositor Seller in and to the following assets and property, property whether now owned or existing or hereafter acquired or arising: (i) the Receivables and all moneys received thereon after the close of business on the Cutoff DateMay 31, 2023; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixvii) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viiivi) above, the “Conveyed Assets”). It is . (b) For all non-tax purposes, the intention of Seller and the 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 Receivables and other related property from the Depositor ownership interest in such assets to the Trust and Depositor, rather than the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing mere granting of a bankruptcy petition by or against the Depositor under any bankruptcy lawsecurity interest to secure a borrowing. In the event thatevent, notwithstanding the intent of the Depositorhowever, the that such transfer and assignment contemplated hereby is held deemed not to be a salesale but to be a grant of a mere security interest to secure a borrowing, this Agreement the Seller shall constitute a security agreement under applicable lawbe deemed to have hereby granted, and does hereby grant, to the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest of the Seller in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as which security for interest shall be perfected, to secure a debt in the amount equal to the Purchase Price (less payments of principal previously received in respect of the Receivables) plus interest at a rate equal to the weighted average of the interest rates payable on the Receivables. Pursuant to the Sale and Servicing Agreement and Section 6.04 hereof, the Depositor may sell, transfer and 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 obligations hereunderrights 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 Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Depositor in connection with the transactions contemplated by the Sale and Servicing Agreement. Because (i) the Depositor intends to convey all of its right, title and interest in and to the Receivables to the Issuer pursuant to the Sale and Servicing Agreement, (ii) the Issuer intends to pledge all of its right, title and interest in and to the Receivables to the Indenture Trustee pursuant to the Indenture, (iii) the Seller intends that the transfer of Receivables pursuant to this Agreement be a sale of the ownership interest in such Receivables to the Depositor, and (iv) the parties intend that the Indenture Trustee have a direct security interest in the Receivables, if the transfer of the Receivables pursuant to this Agreement is deemed to be a grant of a security interest to secure a borrowing, the foregoing grant by the Seller of a security interest in the Receivables to secure a debt in the amount of the debt described above shall be deemed to be, and the Seller hereby grants, a direct security interest in the Receivables to the Indenture Trustee for the benefit of the Noteholders to secure the debt described above.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor of $[ ], the Notes Certificates and such other amounts to be distributed to the CertificatesDepositor on the Closing Date, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (ia) the Receivables and all moneys received thereon after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (ve) all documents and other items contained in the Receivable Files; (vif) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsAgreement; (viig) all right, title and interest in the Trust Accounts and all funds on deposit funds, securities or other assets credited from time to time in to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viiih) all any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixi) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). The Depositor and the Issuer agree that the purchase price for the Conveyed Assets sold by the Depositor to the Issuer represents reasonably equivalent value for the Conveyed Assets. It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property Conveyed Assets from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a salesale or is otherwise not effective to sell the Conveyed Assets, this Agreement shall constitute a security agreement under applicable law, and grant by the Depositor hereby grants to the Issuer of a first priority perfected security interest in all of the Depositor’s right, title Conveyed Assets and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderbenefit of the Securityholders.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor of approximately $950,666,991.74, the Notes Certificates and such other amounts to be distributed to the CertificatesDepositor on the Closing Date, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following assets and property, whether now owned or existing or hereafter acquired or arisingto: (ia) the Receivables and all moneys received identified thereon after the close of business on the Cutoff Date; (iib) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iiic) any Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit credit, life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (ivd) any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (ve) all documents and other items contained in the Receivable Files; (vif) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsAgreement; (viig) all right, title and interest in the Trust Accounts and all funds on deposit funds, securities or other assets credited from time to time in to the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereonwith respect to the Reserve Account); (viiih) all any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixi) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (ia) through (viiih) above, the “Conveyed Assets”). The Depositor and the Issuer agree that the purchase price for the Conveyed Assets sold by the Depositor to the Issuer represents fair market value for the Conveyed Assets. It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other related property Conveyed Assets from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a salesale or is otherwise not effective to sell the Conveyed Assets, this Agreement shall constitute a security agreement under applicable law, and grant by the Depositor hereby grants to the Issuer of a first priority perfected security interest in all of the Depositor’s right, title Conveyed Assets and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunderbenefit of the Securityholders.

Conveyance of Receivables. In consideration of the Issuer’s delivery to or upon the order of the Depositor of the Notes and the Certificates, the Depositor The Transferor does hereby sell, transfer, assign, set over set-over, and otherwise convey to the IssuerTrustee, without recourse (subject to the obligations of the Depositor set forth herein)recourse, all of its right, title and interest of the Depositor in in, to and to the following assets and property, whether now owned or existing or hereafter acquired or arising: under (i) in the case of Receivables arising in the Accounts designated on the Initial Closing Date (including Transferred Accounts related to such Accounts), the Receivables and all moneys received thereon after existing at the close of business on the Cutoff Date; Initial Closing Date and thereafter created from time to time in such Accounts until the termination of the Trust, (ii) the security interests in the Financed Vehicles case of Receivables arising in the Additional Accounts and any accessions thereto granted by Obligors pursuant the Supplemental Accounts (including Transferred Accounts related to such Additional Accounts and Supplemental Accounts), the Receivables existing at the close of business on the applicable Addition Cut-Off Date and any other interest thereafter created from time to time in such Accounts until the termination of the Depositor in such Financed Vehicles; Trust, (iii) all Interchange allocable to the Trust as provided herein, (iv) all monies and investments due or to become due with respect to all of the foregoing (including, without limitation, the right to any Liquidation Proceeds and Recoveries Finance Charge Receivables, any Collections, and any Recoveries), (v) all proceeds of all of the foregoing, (vi) the Purchase Agreement, (vii) the Bank Receivables Purchase Agreement to the extent that it relates to all of the foregoing, and (viii) computer equipment as may be elected to be transferred by the Transferor from time to time. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Securityholders of any Series of Securities, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Securityholders of such Series, shall constitute the assets of the Trust (collectively, the “Trust Property”). The foregoing transfer, assignment, set-over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Trust, the Trustee or any Investor Securityholder of any obligation of the Transferor, the Servicer, the applicable Credit Card Originator or any other proceeds Person in connection with the Accounts or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligors, merchant banks, merchant clearance systems, VISA®, MasterCard®, and Discover®1 or insurers, or in connection with the Purchase Agreement or the Bank Receivables Purchase Agreement. The Transferor has issued and delivered the Preferred Stock in the name of the Trustee to the Trustee and the Trustee hereby acknowledges receipt of the Preferred Stock. In connection with such transfer, assignment, set-over and conveyance, the Transferor agrees to record and file, at its own expense, one or more financing statements (including any continuation statements and other amendments with respect to such financing statements when applicable) with respect to the Receivables from claims on any theftmeeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest and to deliver file-stamped copies of such financing statements and continuation statements (and other amendments) or other collateral protection insurance policy; evidence of such filing 1 VISA, MasterCard, and Discover are registered trademarks of VISA USA, Inc., MasterCard International Incorporated., and Discover Financial Services LLC, respectively. (ivwhich may, for purposes of this Section 2.1, consist of telephone or facsimile confirmation of such filing) to the Trustee on or prior to the date of issuance of the Securities, and in the case of any property that continuation statements and other amendments filed pursuant to this Section 2.1, as soon as practicable after receipt thereof by the Transferor. The foregoing transfer, assignment, set-over and conveyance to the Trust shall have secured a Receivable and shall have been acquired by or be made to the Trustee, on behalf of the DepositorTrust, a Sellerand each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Servicer or the Trust; (v) all documents and other items contained Initial Closing Date, in the Receivable Files; (vi) all case of the Depositor’s rights Accounts designated on the Initial Closing Date, and (but not its obligations) under the Receivables Purchase Agreements; (viiB) the Trust applicable Addition Date, in the case of Additional Accounts and all funds Supplemental Accounts, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts) and the related Trust Property have been conveyed to the Trustee pursuant to this Agreement, including by identifying such Accounts in its master file maintained in its computer files with the designation portfolio ID 0001 and (ii) on deposit or prior to (A) the Amendment Closing Date, in the case of the Accounts existing on the Amendment Closing Date, and (B) the applicable Addition Date, in the case of Additional Accounts and Supplemental Accounts, to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account, the Transferor further agrees not to alter such indication during the remaining term of this Agreement, other than pursuant to Section 2.7 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least twenty (20) days’ prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Accounts Property to continue to be perfected with the priority required by this Agreement. The parties hereto intend that each transfer of Receivables and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (viii) all proceeds from any Receivable repurchased by a Dealer other property pursuant to this Agreement or any Assignment constitute a Dealer Agreement; and (ix) sale, and not a secured borrowing, for accounting purposes. If and to the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”). It is the intention of the Depositor extent that the transfer and assignment contemplated by pursuant to this Agreement shall constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall Section 2.1 is not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not deemed to be a sale, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest in, to and under the Trust Property, and this Agreement shall constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunder.

Conveyance of Receivables. (a) In consideration of the Issuer’s delivery to or upon the order of the Depositor Seller of the Notes Certificates and the Certificatesnet proceeds of the sale of the Notes, less an amount equal to the Reserve Fund Initial Deposit to be deposited to the Reserve Fund and the Yield Supplement Account Deposit to be deposited to the Yield Supplement Account, each on the Closing Date, the Depositor Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor Seller set forth herein), all right, title and interest of the Depositor in Seller in, to and to the following assets and property, whether now owned or existing or hereafter acquired or arisingunder: (i) the Receivables and all moneys received monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section 2.04 or the purchase of Receivables by the Servicer pursuant to Section 3.08 or 8.01) on or after the close of business on the Cutoff Date; (ii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iii) any Liquidation Proceeds and Recoveries and proceeds of any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability 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 related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (iv) any proceeds of Dealer Recourse (excluding Receivables repurchased from the Issuer); (v) the 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 shall have been acquired repossessed by or on behalf of the Depositor, a Seller, the Servicer or the Trust; (v) all documents and other items contained in the Receivable Files; (vi) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase AgreementsIssuer; (vii) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts Accounts, including the Reserve Fund Initial Deposit and the Certificate Distribution Yield Supplement Account Deposit, and in all investments therein investment income and proceeds thereof (including all Investment Earnings thereon)thereof; (viii) all proceeds from [any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; Servicer Letter of Credit;] and (ix) the proceeds of any and all of the foregoing (collectivelyforegoing. The Seller hereby confirms to the Issuer that, with as of the assets listed in clauses (i) through (viii) aboveClosing Date, the “Conveyed Assets”). It is Seller shall have caused the intention portions of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and other all related property from the Depositor to the Trust and the beneficial interest in and title electronic records relating to the Receivables to be clearly and unambiguously marked, and shall have made the related property shall not appropriate entries in its general accounting records, to indicate that such Receivables have been transferred and sold to the Issuer. (b) The parties hereto intend that the conveyance hereunder be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy lawsale. In the event that, notwithstanding that the intent of the Depositor, the transfer and assignment contemplated hereby conveyance hereunder is held not to be for any reason considered a sale, this Agreement shall constitute a security agreement under applicable law, and the Depositor Seller hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s its right, title and interest in in, to and to under the Conveyed Assets, whether now owned or existing or hereafter acquired or arisingReceivables, and under 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 ofconveyed hereunder and all proceeds of any of the foregoing, arising from or relating and intends that this Agreement constitute a security agreement under applicable law. Such grant is made to such Conveyed Assets, as security for secure the Depositor’s obligations payment of all amounts payable hereunder.