Common use of Conveyance of Receivables Clause in Contracts

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, The Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in the Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: (ia) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff related Cut-off Date (including amounts due on or before the Cutoff related Cut-off Date but received by HAFI (or any predecessor or Affiliate of HAFI, as applicable) or Seller on or after such date); (iib) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments and against Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (ivd) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (ve) all rights of the Seller under any Service Contracts on the related Financed Vehicles; (vif) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, Insurance Policy covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (viig) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorObligors; (viiih) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (i) all property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC the Seller or the Trust pursuant to liquidation of such Receivable; (ixj) all of Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements, on or after the related Cut-off Date; (k) on the initial Transfer Date only, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (l) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, The Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in the Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: (ia) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff related Cut-off Date (including amounts due on or before the Cutoff related Cut-off Date but received by HAFI (or any predecessor or Affiliate of HAFI, as applicable) or Seller on or after such date); (iib) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (ivd) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (ve) all rights of the Seller under any Service Contracts on the related Financed Vehicles; (vif) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, Insurance Policy covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (viig) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorObligors; (viiih) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (i) all property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC the Seller or the Trust pursuant to liquidation of such Receivable; (ixj) all of Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements, on or after the related Cut-off Date; (k) on the initial Transfer Date only, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (l) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARCthe Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the Purchase Pricenet proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule A hereto of Receivables and all monies paid or payable thereon or in respect thereof on or after the Cutoff related Cut-off Date (including amounts due on or before the Cutoff such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such dateCut-off Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the Seller seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments or against the Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, Insurance Policy covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Seller pursuant to liquidation of such Receivable; (ixx) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, The Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in the Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: (ia) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but received by HAFC (or any predecessor or Affiliate of HAFC, as applicable) or Seller on or after such date); (iib) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (ivd) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (ve) all rights of the Seller under any Service Contracts on the related Financed Vehicles; (vif) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (viig) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that HAFC, any Affiliate of HAFC that is the seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorObligors; (viiih) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (i) all property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC the Seller or the Trust pursuant to liquidation of such Receivable; (ixj) all of Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC, any Affiliate of HAFC that is the seller under a Master Receivables Purchase Agreement or Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements, on or after the related Cutoff Date; (k) on the initial Transfer Date only, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (l) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s 's delivery to or upon the order of the Seller of the Purchase Price, the Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but received by the Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARCthe Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the Purchase Pricenet proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule A hereto of Receivables and all monies paid or payable thereon or in respect thereof on or after the Cutoff related Cut-off Date (including amounts due on or before the Cutoff such Cut-off Date but received by HSBC Finance, the Master Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such dateCut-off Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the Seller seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, Insurance Policy covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Seller pursuant to liquidation of such Receivable; (ixx) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Master Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by the Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARCthe Issuer’s delivery to or upon the order of the Seller on the Closing Date of the Purchase PriceSecurities, the Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreement), obligations set forth herein) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (ia) each and every Receivable the Receivables listed on in Schedule A hereto and all monies paid or payable thereon or in respect thereof on or received thereunder after the Cutoff Date (including amounts due on or before and all Net Liquidation Proceeds and Recoveries received with respect to such Receivables after the Cutoff Date but received by Seller on or after such date)Date; (iib) the security interests in the related Financed Vehicles granted by the related Obligors pursuant to such the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights , including, without limitation, the certificates of the Seller against Dealers pursuant to Dealer Agreementstitle or, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased Financed Vehicles in the Non-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles issued by a Dealer pursuant to a Dealer Agreementthe applicable Department of Motor Vehicles or similar authority; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vic) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life and credit accident and health insurance policies or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums certificates relating to the Financed Vehicles securing the Receivables and any or the Obligors thereunder; (d) all proceeds from recourse against Dealers or Consumer Lenders with respect to the liquidation of such Receivables; (viie) all items contained in of the Seller’s rights and benefits, but none of its obligations or burdens, under the Receivables Files Purchase Agreement, including a direct right to cause CPS to purchase Receivables from the Issuer and to indemnify the Issuer pursuant to the Receivables Purchase Agreement under the circumstances specified therein; (f) refunds for the costs of extended service contracts with respect to such Receivables Financed Vehicles securing the Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle or an Obligor’s obligations with respect to a Receivable or a Financed Vehicle and any and all other documents that recourse to Dealers or Consumer Lenders for any of the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligorforegoing; (viiig) the Receivable File related to each Receivable; (h) all amounts and property from time to time held in or credited to the Collection Account, the Lockbox Account, the Series 2011-A Spread Account and the Principal Distribution Account; (i) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC CPS or the Seller, pursuant to a liquidation of such Receivable;; and (ixj) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) all property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s 's delivery to or upon the order of the Seller of the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) all property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. (a) No later than 2:00 p.m. on the fifth Business Day prior to each Purchase Date, the Seller shall deliver, or cause to be delivered, to the Servicer a Purchase Notice. In consideration the event that the Seller does not provide such notification, the Purchaser will have no obligation to purchase any Eligible Receivable on such Purchase Date. Upon receipt of HARC’s delivery a Purchase Notice, the Servicer, in its sole discretion, as agent for the Purchaser, shall determine which, if any, of the Eligible Receivables specified therein the Purchaser shall purchase. In the event the Servicer determines (the determination of the Servicer being conclusive in this regard) that any Receivables identified on such notice are not Eligible Receivables, such Receivables shall not be eligible for sale on such Purchase Date. On each Purchase Date, following its selection, if any, of Eligible Receivables, the Servicer will determine the Purchase Price in accordance with the subsection (b) hereof. The Seller shall be obligated to or execute and deliver to the Purchaser a Purchase Assignment with respect to Purchased Receivables as of the initial Purchase Date and thereafter upon the order written request of the Seller of Purchaser. Notwithstanding the Purchase Priceforegoing, Seller does hereby sell, transfer, assign, set over and otherwise convey the Purchaser shall have no obligation to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of purchase Receivables from the Seller in and to: (i) each and every Receivable listed on Schedule A hereto and to the extent the aggregate Net Value of all monies paid or payable thereon or in respect thereof on or after the Cutoff Date Purchased Receivables (including amounts due on or before Defaulted Receivables to the Cutoff Date but received by Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds extent recoveries have not been made with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement;Defaulted Receivables) is in excess of the Purchase Commitment. (vb) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds The Purchase Price with respect to the related Purchased Receivables from claims purchased on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating Purchase Date shall be an amount (not less than zero) equal to (i) the Receivables and any proceeds from the liquidation aggregate Net Values of such Purchased Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.; minus

Conveyance of Receivables. In consideration of HARC’s 's delivery to or upon the order of the Seller of the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by the Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, 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 A-2 time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, The Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in the Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: (ia) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff related Cut-off Date (including amounts due on or before the Cutoff related Cut-off Date but received by HAFI (or any predecessor or Affiliate of HAFI, as applicable) or Seller on or after such date); (iib) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (ivd) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (ve) all rights of the Seller under any Service Contracts on the related Financed Vehicles; (vif) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, Insurance Policy covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (viig) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorObligors; (viiih) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (i) all property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC the Seller or the Trust pursuant to liquidation of such Receivable; (ixj) all of Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements, on or after the related Cut-off Date; (k) on the initial Transfer Date only, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (l) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s 's delivery to or upon the order of the Seller of the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. (a) In consideration of HARC’s the Purchaser's delivery to or upon the order of the Seller on any Funding Date of the Purchase PricePrice therefor, the Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Purchaser, without recourse (except as expressly provided in subject to the Purchase Agreement), obligations set forth herein) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (i) each and every Receivable the Receivables listed on in Schedule A hereto to each Assignment executed and all monies paid or payable thereon or in respect thereof on or after delivered by the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date)Funding Date; (ii) all monies received under the Receivables on and after the related Cutoff Date and all Net Liquidation Proceeds received with respect to the Receivables on and after the related Cutoff Date; (iii) the security interests in the related Financed Vehicles and any accessions thereto granted by Obligors pursuant to such Receivables the related Contracts and any other interest of the Seller in such Financed Vehicles; (iii) all rights , including, without limitation, the certificates of the Seller against Dealers pursuant to Dealer Agreementstitle or, or Dealer Assignments related with respect to such ReceivablesReceivables that finance a vehicle in the States listed in Annex B, other evidence of title issued by the applicable Department of Motor Vehicles or similar authority in such States, with respect to such Financed Vehicles; (iv) any proceeds and from claims on any Receivables Insurance Policies or certificates relating to the right to receive proceeds with respect to such Financed Vehicles securing the Receivables repurchased by a Dealer pursuant to a Dealer Agreementor the Obligors thereunder; (v) all proceeds from recourse against Dealers with respect to the Receivables and all other rights arising out of or with respect to the Receivables (but none of the obligations) of the Seller under any Service Contracts on the related Financed Vehiclesagreements with Dealers; (vi) any proceeds and refunds for the right to receive proceeds costs of extended service contracts with respect to Financed Vehicles securing the related Receivables from claims on any physical damageReceivables, loss, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or disability insurance policies, if any, certificates covering an Obligor or Financed Vehicles Vehicle under a Receivable or Obligors, including rebates of insurance premiums relating his or her obligations with respect to the Receivables a Financed Vehicle and any proceeds from recourse to Dealers for any of the liquidation of such Receivablesforegoing; (vii) all items contained in the Receivables Files with respect Receivable File related to such Receivables and any each Receivable and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or Receivables for Obligors of the related Financed Vehicles or ObligorVehicles; (viii) all amounts and property from time to time held in or credited to the Collection Account or the Lockbox Accounts; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Purchaser pursuant to a liquidation of such Receivable; (ixx) the proceeds from any servicer's errors and omissions policy or fidelity bond, to the extent such proceeds relate to any Receivable, Financed Vehicle or other Collateral; (xi) each TFC Assignment; and (xii) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Purchaser the Receivables and the Other Conveyed Property described in paragraph (a) above only upon the satisfaction of each of the conditions set forth below on or prior to the related Funding Date. In addition to constituting conditions precedent to any purchase hereunder and under each Assignment, the following shall also be conditions precedent to any Advance on any Funding Date under the terms of the Note Purchase Agreement: (i) the Seller shall have provided the Purchaser, Trustee, the Note Purchaser and the Noteholders with an Addition Notice substantially in the form of Exhibit G hereto (which shall include a supplement to the Schedule of Receivables) not later than three Business Days prior to such Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to Issuer, the Servicer and the Related Receivables; (ii) the Seller shall, to the extent required by Section 4.2 of this Agreement, have deposited in the Collection Account all collections received on and after the Cutoff Date in respect of the Related Receivables to be purchased on such Funding Date; (iii) as of each Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Related Receivables on such Funding Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) the Facility Termination Date shall not have occurred; (v) the Servicer shall have established one or more Lockbox Accounts acceptable to the Note Purchaser; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 and the other Basic Documents with respect to the Related Receivables to be purchased on such Funding Date shall be true and correct as of the related Funding Date and the Seller shall have performed all obligations to be performed by it hereunder or in any Assignment on or prior to such Funding Date; (vii) the Seller shall, at its own expense, on or prior to the Funding Date, indicate in its computer files that the Related Receivables to be purchased on such Funding Date have been sold to the Purchaser pursuant to this Agreement or an Assignment, as applicable, and have been pledged by the Purchaser to the Trustee under the Indenture; (viii) the Seller shall have taken all action required to maintain (i) the first priority perfected ownership interest of the Purchaser in the Related Receivables and Other Conveyed Property and (ii) the first priority perfected security interest of the Trustee in the Collateral; (ix) no selection procedures adverse to the interests of the Note Purchaser or any Noteholder shall have been utilized in selecting the Related Receivables to be sold on such Funding Date; (x) the addition of any such Related Receivables to be purchased on such Funding Date shall not result in a material adverse tax consequence to any Noteholder, the Note Purchaser or the Purchaser; (xi) the Seller shall have delivered to each Noteholder, the Note Purchaser and the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xii) no Funding Termination Event, Servicer Termination Event, or any event that, with the giving of notice or the passage of time, would constitute a Funding Termination Event or Servicer Termination Event, shall have occurred and be continuing; (xiii) the Trustee shall have confirmed receipt of the related Receivable File for each Related Receivable included in the Borrowing Base calculation and shall have delivered a copy to the Noteholders and the Note Purchaser of a Trust Receipt with respect to the Receivable Files related to the Related Receivables to be purchased on such Funding Date; (xiv) the Seller shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (xiv) that such perfection may be achieved by making the appropriate filings), and taken any other steps necessary to maintain, (1) the first, priority, perfected ownership interest of Purchaser and (2) the first priority, perfected security interest of the Trustee, with respect to the Related Receivables and Other Conveyed Property and the Collateral, respectively to be transferred on such Funding Date; (xv) the Seller shall have executed and delivered an Assignment in the form of Exhibit F with respect to such Related Receivables and the Other Conveyed Property related thereto; and (xvi) each of the conditions to such Advance set forth in this Agreement, the Indenture and the Note Purchase Agreement shall have been satisfied.

Conveyance of Receivables. (a) In consideration of HARC’s the Purchaser's delivery to or upon the order of the Seller on any Funding Date of the Purchase PricePrice therefor, the Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Purchaser, without recourse (except as expressly provided in subject to the Purchase Agreement), obligations set forth herein) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (i) each and every Receivable the Receivables listed on in Schedule A hereto to each Assignment executed and all monies paid or payable thereon or in respect thereof on or after delivered by the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date)Funding Date; (ii) all monies received under the Receivables on and after the related Cutoff Date and all Net Liquidation Proceeds received with respect to the Receivables on and after the related Cutoff Date; (iii) the security interests in the related Financed Vehicles and any accessions thereto granted by Obligors pursuant to such Receivables the related Contracts and any other interest of the Seller in such Financed Vehicles; (iii) all rights , including, without limitation, the certificates of the Seller against Dealers pursuant to Dealer Agreementstitle or, or Dealer Assignments related with respect to such ReceivablesReceivables that finance a vehicle in the States listed in ANNEX B, other evidence of title issued by the applicable Department of Motor Vehicles or similar authority in such States, with respect to such Financed Vehicles; (iv) any proceeds and from claims on any Receivables Insurance Policies or certificates relating to the right to receive proceeds with respect to such Financed Vehicles securing the Receivables repurchased by a Dealer pursuant to a Dealer Agreementor the Obligors thereunder; (v) all proceeds from recourse against Dealers or Consumer Lenders with respect to the Receivables and all other rights (but none of the obligations) of the Seller arising out of or with respect to the Receivables under any Service Contracts on the related Financed Vehiclesagreements with Dealers or Consumer Lenders; (vi) any proceeds and refunds for the right to receive proceeds costs of extended service contracts with respect to Financed Vehicles securing the related Receivables from claims on any physical damageReceivables, loss, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or disability insurance policies, if any, certificates covering an Obligor or Financed Vehicles Vehicle under a Receivable or Obligors, including rebates of insurance premiums relating his or her obligations with respect to the Receivables a Financed Vehicle and any proceeds from recourse to Dealers or Consumer Lenders for any of the liquidation of such Receivablesforegoing; (vii) all items contained in the Receivables Files with respect Receivable File related to such Receivables and any each Receivable and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or Receivables for Obligors of the related Financed Vehicles or ObligorVehicles; (viii) all amounts and property from time to time held in or credited to the Collection Account or the Lockbox Accounts; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Seller or the Purchaser pursuant to a liquidation of such Receivable; (ixx) the proceeds from any Servicer's errors and omissions policy or fidelity bond, to the extent such proceeds relate to any Receivable, Financed Vehicle or other Collateral; (xi) each TFC Assignment; and (xii) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Purchaser the Receivables and the Other Conveyed Property described in PARAGRAPH (A) above only upon the satisfaction of each of the conditions set forth below on or prior to the related Funding Date. In addition to constituting conditions precedent to any purchase hereunder and under each Assignment, the following shall also be conditions precedent to any Advance on any Funding Date under the terms of the applicable Note Purchase Agreement: (i) the Seller shall have provided the Purchaser, Trustee, the applicable Note Purchaser and the applicable Noteholders with an Addition Notice substantially in the form of EXHIBIT G hereto (which shall include a supplement to the Schedule of Receivables) not later than three (3) Business Days prior to such Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Issuer, the Servicer and the Related Receivables; (ii) the Seller shall, to the extent required by SECTION 4.2 of this Agreement, have deposited in the Collection Account all collections received on and after the Cutoff Date in respect of the Related Receivables to be purchased on such Funding Date; (iii) as of each Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Related Receivables on such Funding Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) if such Funding Date is a Class A Funding Date, the Class A Facility Termination Date shall not have occurred; (v) if such Funding Date is a Class B Funding Date, the Class B Facility Termination Date shall not have occurred; (vi) the Servicer shall have established one or more Lockbox Accounts acceptable to the Controlling Note Purchaser; (vii) each of the representations and warranties made by the Seller pursuant to SECTION 3.1 and the other Basic Documents with respect to the Related Receivables to be purchased on such Funding Date shall be true and correct as of the related Funding Date and the Seller shall have performed all obligations to be performed by it hereunder or in any Assignment on or prior to such Funding Date; (viii) the Seller shall, at its own expense, on or prior to the Funding Date, indicate in its computer files that the Related Receivables to be purchased on such Funding Date have been sold to the Purchaser pursuant to this Agreement or an Assignment, as applicable, and have been pledged by the Purchaser to the Trustee for the benefit of the Note Purchasers and the Noteholders under the Indenture; (ix) the Seller shall have taken all action required to maintain (A) the first priority perfected ownership interest of the Purchaser in the Related Receivables and Other Conveyed Property, (B) subject to the terms and provisions of the Intercreditor Agreement, the first priority perfected security interest of the Trustee in the Collateral for the benefit of the Note Purchasers and the Noteholders, (C) the first priority perfected security interest of the Trustee in the Pledged Subordinate Securities for the benefit of the Class B Note Purchasers and the Class B Noteholders, and (D) subject to the terms and provisions of the Intercreditor Agreement, the second priority perfected security interest of the Bear Indenture Trustee in the UBS Cross Collateral (subject only to the Lien granted pursuant to Granting Clause I of the Indenture) for the benefit of the Class B note purchasers and the Class B noteholders under the Bear Basic Documents; (x) no selection procedures adverse to the interests of any Note Purchaser or any Noteholder shall have been utilized in selecting the Related Receivables to be sold on such Funding Date; (xi) the addition of any such Related Receivables to be purchased on such Funding Date shall not result in a material adverse tax consequence to any Noteholder, any Note Purchaser or the Purchaser; (xii) the Seller shall have delivered to each Noteholder, the applicable Note Purchaser and the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xiii) if such Funding Date is a Class A Funding Date, no Class A Funding Termination Event, Servicer Termination Event, or any event that, with the giving of notice or the passage of time, or both, would constitute a Class A Funding Termination Event or Servicer Termination Event, shall have occurred and be continuing; (xiv) if such Funding Date is a Class B Funding Date, no Class B Funding Termination Event, Servicer Termination Event, or any event that, with the giving of notice or the passage of time, or both, would constitute a Class B Funding Termination Event or Servicer Termination Event, shall have occurred and be continuing; (xv) the Trustee shall have confirmed receipt of the related Receivable File for each Related Receivable included in the applicable Borrowing Base calculation and shall have delivered an original Trust Receipt to the Controlling Note Purchaser and a copy thereof to the applicable Noteholders and the other Note Purchasers with respect to the Receivable Files related to the Related Receivables to be purchased on such Funding Date; (xvi) the Seller shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (xvi) that such perfection may be achieved by making the appropriate filings), and taken any other steps necessary to maintain, (A) the first priority perfected ownership interest of Purchaser and (B) subject to the terms and provisions of the Intercreditor Agreement, the first priority, perfected security interest of the Trustee for the benefit of the Note Purchasers and the Noteholders, with respect to the Related Receivables and Other Conveyed Property and the Collateral, respectively, to be transferred on such Funding Date; (xvii) the Seller shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (xvii) that such perfection may be achieved by making the appropriate filings), and taken any other steps necessary to maintain, (A) the first priority perfected security interest of the Trustee for the benefit of the Class B Note Purchasers and the Class B Noteholders, with respect to the Pledged Subordinate Securities and (B) subject to the terms and provisions of the Intercreditor Agreement, the second priority perfected security interest of the Bear Indenture Trustee for the benefit of the Class B note purchasers and the Class B noteholders under the Bear Basic Documents, with respect to the UBS Cross Collateral (subject only to the Lien created pursuant to Granting Clause I of the Indenture); (xviii) the Seller shall have executed and delivered an Assignment in the form of EXHIBIT F with respect to such Related Receivables and the Other Conveyed Property related thereto; (xix) each of the conditions precedent to such Advance set forth in this Agreement, the Indenture and the applicable Note Purchase Agreement shall have been satisfied; (xx) if such Funding Date is a Class A Funding Date, such Class A Funding Date shall not occur in the same calendar week as any prior Class A Funding Date; (xxi) if such Funding Date is a Class B Funding Date, such Class B Funding Date shall also be a Class A Funding Date and no more than two Class B Funding Dates shall occur during any one calendar month; and (xxii) if such Funding Date is a Class B Funding Date, such Class B Funding Date shall not be a funding date for the Class B notes issued under the Bear Warehouse Facility.

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARCthe Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the Purchase Pricenet proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule A hereto of Receivables and all monies paid or payable thereon or in respect thereof on or after the Cutoff related Cut-off Date (including amounts due on or before the Cutoff such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such dateCut-off Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the Seller seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, Insurance Policy covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Seller pursuant to liquidation of such Receivable; (ixx) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARC’s the Issuer's delivery to or upon the order of the Seller on the Series Closing Date or a Transfer Date of the Purchase Pricenet proceeds from the sale of a Series of Notes thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable Receivables listed on Schedule II-A hereto and Schedule II-B to the Series Supplement and Schedule A to the related Transfer Agreement, if any, and all monies paid or payable thereon or in respect thereof on or after the Cutoff Series Closing Date or the related Transfer Date (including amounts due on or before the Cutoff Date but received by HAFC, the Seller or the Issuer on or after such datethe Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; ; (iii) all rights of the Seller against the Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; ; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; ; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; : (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; ; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that the Seller or the Master Servicer HAFC keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or Obligor; Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Trust pursuant to liquidation of such Receivable; ; (ixx) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, on or after the related Cutoff Date; (xi) one share of Class SV Preferred Stock of the Seller; and (xii) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the Series Closing Date or the related Transfer Date: (i) if the transfer is not on the Closing Date, the Seller shall have provided the Indenture Trustee and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Transfer Agreement or Series Supplement which shall include a schedule (which may be in electronic format), listing the Receivables to be transferred; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all collections received after the related Cutoff Date in respect of the Receivables to be transferred; (iv) as of the Series Closing Date and each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on the Series Closing Date or the related Transfer Date shall be true and correct as of the Series Closing Date or the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vi) the Seller shall, at its own expense, on or prior to the Series Closing Date or the related Transfer Date indicate in its computer files that the Receivables identified in the Schedule to the Series Supplement or to the related Transfer Agreement have been sold to the Trust pursuant to this Agreement; (vii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Indenture Trustee in the Series Trust Estate; (viii) no selection procedures adverse to the interests of the related Series shall have been utilized in selecting the related Receivables; (ix) the addition of any such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (x) if required by any of the related Series Related Documents, the Seller shall simultaneously transfer to the Indenture Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Series Closing Date or Transfer Date; and (xi) the Seller shall have delivered to the Indenture Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in

Conveyance of Receivables. (a) In consideration of HARCPurchaser’s delivery to or upon at the order direction of the Seller on any Purchase Date of the Purchase PricePrice therefor, Seller does hereby agrees to sell, transfer, assign, set over and otherwise convey to HARCPurchaser, without recourse (except as expressly otherwise provided in the Purchase Agreement), herein) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (i) each and every Receivable the Receivables listed on in Schedule A hereto to each Assignment executed and delivered by Seller on such Purchase Date and all monies paid or payable thereon or in respect thereof received under such Related Receivables on or and after the related Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date)Date; (ii) the security interests in the related Financed Vehicles granted by the related Obligors pursuant to such the Related Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life and credit accident and health insurance policies or disability insurance policiescertificates or any vendor’s single interest (VSI) policy, if any, covering relating to the related Financed Vehicles or the related Obligors, including any rebates of insurance premiums relating or premiums; (iv) property (including the right to the Receivables receive future Liquidation Proceeds) that secures a Related Receivable and any proceeds from that has been acquired pursuant to the liquidation of such ReceivablesRelated Receivable; (viiv) all items contained in refunds for the Receivables Files 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 Receivables Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Related Receivable and any and all other documents that the Seller (or the Master Servicer its designee) keeps on file in accordance with its customary procedures relating to the related Related Receivables, the related Obligors or the related Financed Vehicles or ObligorVehicles; (vii) any proceeds from recourse against Dealers including with respect to the sale of the Related Receivables; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and foregoing; and (ix) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all and non-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 consisting of, arising from or relating to all or any part of or are included in the proceeds of any of the foregoing. (b) Seller shall transfer to Purchaser the Receivables and the Other Conveyed Property described in paragraph (a) above only upon the satisfaction of each of the conditions set forth below on or prior to the related Purchase Date. (i) Seller shall have provided Purchaser, each Lender, Servicer and the Administrative Agent with (A) an Addition Notice substantially in the form of Exhibit B hereto (which shall include a supplement to the Schedule of Receivables) and (B) a data tape or other electronic file containing information regarding the Related Receivables that Administrative Agent may request hereto to be transferred on such Purchase Date no later than 1:00 p.m. (New York City time) at least two (2) Business Days prior to such Purchase Date and shall have provided any information reasonably requested by any of the foregoing with respect to Purchaser, Servicer or the Related Receivables; (ii) Seller shall have deposited in the Collection Account all collections received (if any) on and after the Cutoff Date in respect of the Related Receivables to be purchased on such Purchase Date; (iii) as of each Purchase Date, (A) Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Related Receivables on such Purchase Date, (B) Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) an Event of Default or Funding Termination Event shall not have occurred; (v) each of the representations and warranties made by Seller pursuant to Section 3.1 with respect to the Related Receivables to be purchased on such Purchase Date shall be true and correct as of the related Purchase Date and Seller shall have performed all obligations to be performed by it hereunder or in any Assignment on or prior to such Purchase Date; (vi) Seller shall have taken all action required to maintain (A) the ownership interest of Purchaser in the Related Receivables and Other Conveyed Property and (B) the first priority perfected security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral; (vii) no selection procedures adverse to the interests of Purchaser or the Lenders shall have been utilized in selecting the Related Receivables to be sold on such Purchase Date; (viii) no Servicer Default shall have occurred and be continuing; (ix) Seller shall have delivered the related Receivable Files to the Custodian no later than two (2) Business Days prior to the requested Purchase Date, and the Custodian shall have confirmed receipt of the related Receivable Files for each Related Receivable and shall have delivered a copy to each Lender and the Administrative Agent of a Collateral Receipt and Exception Report with respect to the Receivable Files related to the Related Receivables to be purchased on such Purchase Date; (x) Seller shall have executed and delivered to the Administrative Agent an Assignment in the form of Exhibit A with respect to the Related Receivables and the Other Conveyed Property related thereto to be purchased on such Purchase Date; and (xi) Seller shall have delivered to the Administrative Agent an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b).

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, The Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided PROVIDED in the Purchase Master Sale and Servicing Agreement), all right, title and interest of the Seller in and to: (ia) each and every Receivable listed on Schedule A hereto to the related Receivables Purchase Agreement Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but received by the Seller on or after such date); (iib) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (ivd) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (ve) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vif) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (viig) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viiih) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ixi) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARCthe Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the Purchase Pricenet proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule A hereto of Receivables and all monies paid or payable thereon or in respect thereof on or after the Cutoff related Cut-off Date (including amounts due on or before the Cutoff such Cut-off Date but received by HSBC Finance, the Servicer, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such dateCut-off Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFI or any Affiliate of HAFI that is the Seller seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, Insurance Policy covering the related Financed Vehicles or Obligors[, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables]; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Seller pursuant to liquidation of such Receivable; (ixx) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or HSBC Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cut-off Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator[, the Insurer] and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement [and to the Insurer a copy of such Transfer Agreement] which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all Collections received after the related Cut-off Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or cause the Notes to fail to qualify as debt for federal income tax purposes; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables, other than for federal income tax purposes, and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARC’s the Issuer's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the Purchase Pricenet proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto the Schedules of Receivables and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the such Cutoff Date but received by HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such dateCutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against the Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Seller pursuant to liquidation of such Receivable; (ixx) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement or Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARCthe Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the Purchase Pricenet proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on the Schedule A hereto of Receivables and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the such Cutoff Date but received by HFC, the Master Servicer, HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such dateCutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFC or any Affiliate of HAFC that is the Seller seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Seller pursuant to liquidation of such Receivable; (ixx) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement or Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date (if the Transfer Date is not also the Closing Date): (i) the Seller shall have provided the Indenture Trustee, the Administrator and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Master Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Administrator a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections received after the related Cutoff Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee, advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Administrator any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Administrator an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement and financing statements described in this Agreement, shall constitute a Grant by the Seller of a valid and continuing first priority perfected security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivables from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of (i) the Receivables on the Closing Date and (ii) any Eligible Substitute Receivables on any date hereafter, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement.

Conveyance of Receivables. In consideration of HARC’s 's delivery to or upon the order of the Seller of the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but Datebut received by Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (viiv) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (viiv) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viiivi) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ixvii) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s delivery (a) Subject to or upon the order of conditions set forth in paragraph (b) below, on each Transfer Date the Seller of the Purchase Price, Seller does Sellers do hereby sell, transfer, assign, set over and otherwise convey to HARC, the Issuer without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller Sellers in and to: (i) each all Receivables originated or acquired by the Sellers and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after Schedule B to the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date)related Supplement; (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller Sellers in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables Obligors and any proceeds from the liquidation of such Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or by a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement or by an Originating Affiliate pursuant to a purchase and sale agreement with AmeriCredit as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement or the related purchase and sale agreement; (v) all rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivables Files; (vii) all items contained of AFC’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Receivables Files with respect to such Receivables Master Sale and any Contribution Agreement (including all “Sale and Contribution Agreement Supplements” entered into pursuant thereto), including AFC’s rights under the Master Sale and Contribution Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Master Sale and Contribution Agreement (and all other documents that the Seller “Sale and Contribution Agreement Supplements” entered into pursuant thereto), on or the Master Servicer keeps on file in accordance with its customary procedures relating to after the related Receivables, or the related Financed Vehicles or Obligor;Cutoff Date; and (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect proceeds 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. In consideration of such transfers, including all proceeds the Issuer will pay to each Seller a purchase price equal to the fair market value of each Receivable transferred by such Seller. Such purchase price shall be payable in cash or by an increase in the principal amount of any Notes or Certificates held by the related Seller or by a combination thereof, as the Issuer and the related Seller mutually agree. The purchase price due with respect to Receivables will be payable as and when agreed by the Issuer and the related Seller, but not later than the related Transfer Date. It is the intention of the conversionSellers that the transfers and assignments contemplated by this Agreement shall constitute sales of the Receivables and other Trust Property from the Sellers to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of the Sellers’ estates in the event of the filing of a bankruptcy petition by or against the Sellers under any bankruptcy law. In the event that, voluntary notwithstanding the intent of the Sellers, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section to the Issuer. (b) The Sellers shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above subject to the satisfaction of each of the following conditions: (i) AmeriCredit shall deliver to the Administrative Agent, the Owner Trustee and the Trust Collateral Agent on or involuntaryprior to the Business Day immediately preceding each Transfer Date and each date a Servicer’s Report is delivered, into cash an amended and restated Schedule of Receivables (the “Schedule of Receivables”); (ii) as of each Transfer Date, (A) the Sellers shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Sellers shall not intend to incur or other liquid propertybelieve that they shall incur debts that would be beyond their ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Sellers shall not constitute unreasonably small capital to carry out their businesses as conducted; (iii) each of the representations and warranties made by the Sellers pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Sellers shall have performed all cash proceedsobligations to be performed by them hereunder on or prior to such Transfer Date; (iv) the Sellers shall, accountsat their own expense, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights on or prior to payment the Transfer Date indicate in their computer files that the Receivables identified in the related Supplement have been sold to the Trust; (v) the Sellers shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trust Collateral Agent in the Collateral; (vi) no selection procedures adverse to the interests of the Noteholders or the Agents shall have been utilized in selecting the related Receivables; and (vii) the addition of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all such Receivables shall not result in a material adverse tax consequence to the Trust or part of or are included the Noteholders. The Sellers covenant that in the proceeds of event any of the foregoingforegoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the related Seller will repurchase such Receivable from the Trust in the manner specified in Section 4.7, at a price equal to (x) if any Borrowing Base Deficiency shall exist, the Purchase Amount thereof or (y) otherwise, zero. The Issuer and the Sellers may from time to time agree that the Sellers will purchase Receivables from the Issuer so long as the conditions set forth in Section 2.9 of the Indenture are satisfied with respect to each such sale.

Conveyance of Receivables. In consideration By execution of HARC’s delivery to or upon this Agreement, the order of the Seller of the Purchase Price, Seller Transferor does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse (except as expressly provided in the Purchase Agreement)herein, all its right, title and interest in, to and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of the Seller in 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: , (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date case of Receivables arising in the Initial Accounts (including amounts due Transferred Accounts and Related Accounts related to such Initial Accounts), the Receivables existing at the close of business on or before the Cutoff Date but received by Seller on or after such date); Initial Cut-Off Date, and thereafter created from time to time in the Initial Accounts until the termination of the Trust and (ii) the security interests in the case of Receivables arising in the Automatic Additional Accounts (including Transferred Accounts and Related Accounts related Financed Vehicles granted by Obligors pursuant to such Initial Accounts), the Receivables and any other interest created from time to time after the Initial Cut-Off Date until the termination of the Seller in such Financed Vehicles; Trust, (iii) all rights of Interchange allocable to the Seller against Dealers pursuant to Dealer AgreementsTrust as provided herein and Recoveries, or Dealer Assignments related to such Receivables; (iv) any proceeds all rights to payment and the right amounts due or to receive proceeds become due with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses 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 (v) the Collection Account, the Series Accounts and the Special Funding Account and all amounts, investment property, financial assets and property credited to each and/or all of such accounts, (vi) any property conveyed to the Trustee on behalf of the Trust pursuant to any Participation Interest Supplement, (vii) all Series Enhancements, (viii) Recoveries attributable to cardholder charges for merchandise and services in the Accounts, (ix) all rights, remedies, powers, privileges and claims of the Transferor under or with respect to the Receivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including, without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment and security interest granted to the Trustee for the benefit of the Certificateholders, (x) all rights, remedies, powers, privileges and claims of the Transferor under or with respect to any "Key Person" insurance policies relating to Xxxxx X. Xxxxx, Xxxxx X. Xxxxxx and Xxxx Xxxxxxx as to which the Transferor is a named insured, (xi) all amounts received with respect to any of the foregoing and (xii) all proceeds of (including "proceeds" as defined in the conversion, voluntary or involuntary, into cash or other liquid UCC) thereof. Such property, together with 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 monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement, the right to receive Recoveries attributed to cardholder charges for merchandise and services in the Accounts and the rights of the Transferor under the Receivables Purchase Agreement shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Columbus Bank or other Account Owner or the Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA or insurers. The Obligors shall not be notified in connection with the creation of the Trust of the transfer, assignment, set-over and conveyance of the Receivables to the Trust. 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. Each Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables and other Trust Assets conveyed by such Transferor now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of its interest in such Receivables and other Trust Assets to the Trust, and to deliver a file stamped copy of each such financing statement or other evidence of such filing (which can include telephonic confirmation) to the Trustee on or prior to the Closing Date and, in the case of continuation statements, as soon as practicable after receipt thereof by the Transferor. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such transfer and assignment. Each Transferor further agrees, at its own expense, (i) on or prior to (A) the first Closing Date in the case of the Initial Accounts, (B) the Automatic Addition Termination Date or any Automatic Addition Suspension Date, or subsequent to a Restart Date, in the case of the Automatic Additional Accounts to indicate in its books and records that Receivables created in connection with the Accounts have been conveyed to the Trust pursuant to this Agreement for the benefit of the Holders and (ii) on or prior to the date referred to in clause (i)(B) to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date relating to the Monthly Period during which their respective Addition Dates occur), specifying for each such Account, as of the Automatic Addition Termination Date or Automatic Addition Suspension Date, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Each Account Schedule, as supplemented, from time constitute all or to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records referenced in clause (i) of this paragraph have been indicated with respect to any Account, Transferor further agrees not to alter such indication during the remaining term of this Agreement unless and until (x) a Restart Date has occurred on which the Transferor starts including Automatic Additional Accounts as Accounts or are included (y) the Transferors shall have delivered to the Trustee at least 30 days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the proceeds Receivables and other Trust Assets to continue to be perfected with the priority required by this Agreement, including the delivery to the Trustee of any an Opinion of Counsel to such effect. It is the intention of the foregoingparties hereto that the arrangements with respect to the Receivables shall constitute either a purchase and sale of such Receivables or a loan. In the event that it is determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that each Transferor shall be deemed to have granted to the Trust a first priority perfected security interest in all of such Transferor's right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and the other Trust Assets conveyed by such Transferor to secure its obligations hereunder.

Conveyance of Receivables. (a) In consideration of HARCthe Purchaser’s delivery to or upon the order of the Seller on any Funding Date of the Purchase PricePrice therefor, the Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Purchaser, without recourse (except as expressly provided in subject to the Purchase Agreement), obligations set forth herein) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (i) each and every Receivable the Receivables listed on in the Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date)of Receivables from time to time; (ii) Timeshare Loans relating to the security interests in Receivables and all monies received under the Receivables and the Timeshare Loans on and after the related Financed Vehicles granted by Obligors pursuant Cutoff Date and all Net Liquidation Proceeds received with respect to such the Receivables and any other interest of the Seller in such Financed VehiclesTimeshare Loans after the related Cutoff Date; (iii) with respect to any Timeshare Loan, all rights of the Seller against Dealers pursuant to Dealer AgreementsSeller’s interest in the Timeshare Property arising under or in connection with the related Mortgage, or Dealer Assignments Financing Agreement, Oak N’ Spruce Certificate and the related to such ReceivablesTimeshare Loan Documents; (iv) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Timeshare Loan, together with all mortgages, assignments and financing statements signed by an Obligor describing any proceeds and the right to receive proceeds with respect to collateral securing such Receivables repurchased by a Dealer pursuant to a Dealer AgreementTimeshare Loan; (v) all rights guarantees, insurance and other agreements or arrangements of Seller under whatever character from time to time supporting or securing payment of such Timeshare Loan and all proceeds thereof (including, but not limited to, any Service Contracts on insurance proceeds to the related Financed Vehiclesextent they are not used to rebuild or repair a Unit); (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such ReceivablesReserved; (vii) all items contained in the Receivables Files with respect Timeshare Loan File related to such Receivables and any each Receivable and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures security and books, records and computer tapes relating to the related Receivables, or the related Financed Vehicles or Obligorforegoing; (viii) all amounts and property from time to time held in or credited to the Collection Account or the Lockbox Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Purchaser pursuant to a liquidation of such Receivable;; and (ixx) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Purchaser the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the conditions set forth below on or prior to the related Funding Date. In addition to constituting conditions precedent to any purchase hereunder and under each Assignment, the following shall also be conditions precedent to any Advance on any Funding Date under the terms of the Note Purchase Agreement: (i) the Seller shall have provided the Purchaser, the Trustee and the Noteholder with an Addition Notice substantially in the form of Exhibit D hereto (which shall include supplements to the Schedule of Receivables) not later than three Business Days prior to such Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Related Receivables; (ii) the Seller shall, to the extent required by Section 4.2 of this Agreement, have deposited in the Collection Account all collections received after the Cutoff Date in respect of the Related Receivables to be purchased on such Funding Date; (iii) as of each Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Related Receivables on such Funding Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) the Facility Termination Date shall not have occurred; (v) the Servicer shall have established one or more Lockbox Accounts acceptable to the Noteholder; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 and the other Basic Documents with respect to the Related Receivables to be purchased on such Funding Date shall be true and correct as of the related Funding Date and the Seller shall have performed all obligations to be performed by it hereunder or in any Assignment on or prior to such Funding Date; (vii) the Seller shall, at its own expense, on or prior to the Funding Date, indicate in its computer files that the Related Receivables to be purchased on such Funding Date have been sold to the Purchaser pursuant to this Agreement or an Assignment, as applicable; (viii) the Seller shall have taken any action required to maintain (i) the first priority perfected ownership interest of the Purchaser in the Related Receivables and Other Conveyed Property and (ii) the first priority perfected security interest of the Trustee in the Collateral; (ix) no selection procedures adverse to the interests of the Noteholder shall have been utilized in selecting the Related Receivables to be sold on such Funding Date; (x) the addition of any such Related Receivables to be purchased on such Funding Date shall not result in a material adverse tax consequence to the Noteholder or the Purchaser; (xi) the Seller shall have delivered to the Noteholder and the Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xii) no Funding Termination Event, Servicer Termination Event, Event of Default or any event that, with the giving of notice or the passage of time, would constitute a Funding Termination Event, or Servicer Termination Event or Event of Default, shall have occurred and be continuing; (xiii) the Custodian shall have confirmed receipt of the related Timeshare Loan File (with the exception of the original mortgagee title insurance policy or master policy referencing each Timeshare Loan and covering Silverleaf Resorts, Inc., its successors and assigns, which shall be delivered by the Escrow Agent within 90 days of the related Funding Date, except with respect to any Non-Titled Loans, as described in Section 3.1(a)(xxvii) below), for each Related Receivable included in the Borrowing Base calculation and shall have delivered a copy to the Noteholder, the Servicer and the Trustee of a Trust Receipt with respect to the Timeshare Loan Files related to the Related Receivables to be purchased on such Funding Date; (xiv) the Seller shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (xiv) that such perfection may be achieved by making the appropriate filings), or taken any other steps necessary to maintain, (1) the first, priority, perfected ownership interest of Purchaser and (2) the first priority, perfected security interest of the Trustee, with respect to the Related Receivables and Other Conveyed Property and the Collateral, respectively to be transferred on such Funding Date; (xv) the Seller shall have executed and delivered to the Purchaser and the Noteholder an Assignment in the form of Exhibit C; (xvi) the Noteholder Excess Principal Event Date shall not have occurred; (xvii) each of the Escrow Agent and Custodian shall have delivered its respective certifications in accordance with the Escrow Agreement; (xviii) each of the conditions precedent to such Advance set forth in the Indenture and the Note Purchase Agreement shall have been satisfied; and (xix) the Structuring Fee shall have been paid to the Noteholder in full. Unless waived by the Noteholder in writing, the Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Related Receivable on the date required as specified above, the Seller will immediately repurchase such Related Receivable from the Purchaser, at a price equal to the Purchase Amount thereof, in the manner specified in Section 3.2 and Section 4.7. The Trustee may rely on the accuracy of the Officers’ Certificate delivered pursuant to item (xi) above without independent inquiry or verification.

Conveyance of Receivables. In consideration of HARC’s the Trustee's delivery of Certificates in an aggregate principal amount equal to the Closing Date Certificate Balance to or upon the written order of the Seller Seller, and subject to the terms and conditions of this Agreement, the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Trustee, on behalf of the Trust, in trust for the benefit of the Certificateholders, without recourse (recourse, except as expressly provided in SECTIONS 2.6, 2.8(b) and 2.9 (subject to the Purchase Agreement), obligations herein): (a) all right, title and interest of the Seller in and to: (i) each and every Receivable to the Receivables listed on the Schedule A hereto of Receivables and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by Triad, the Seller on or the Servicer after the Cutoff Date) and all liquidation proceeds and Recoveries received with respect to such date)Receivables; (iib) all right, title and interest of the Seller in and to the security interests in the related Financed Vehicles granted by Obligors pursuant to such the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) , including, without limitation, the certificates of title and all rights other evidence of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds ownership with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vic) all right, title and interest of the Seller in and to any Insurance Policies and any proceeds from any Insurance Policies relating to the Receivables, the Financed Vehicles or the Obligors thereunder, including rebates of unearned premiums; (d) all right, title and interest (but none of the obligations) of the Seller in and to the Purchase Agreement, including a direct right to receive proceeds cause Triad to purchase Receivables from the Trust under certain circumstances; (e) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to the related Receivables from claims on any physical damageFinanced Vehicles; (f) all right, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligorstitle and interest of Triad and the Seller against Dealers with respect to the Receivables, including rebates of insurance premiums relating any reserves or collateral established or posted by Dealers with respect to the Receivables and any proceeds from the liquidation of such Receivables; (viig) all items contained in the Receivables Files with respect Receivable File related to such Receivables and any each Receivable, and all other documents or electronic records that the Seller or the Master Servicer Triad keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viiih) all amounts and property from time to time held in or credited to the Collection Account or to the extent such amounts and property relate to the Receivables; (i) all property (including the right to receive future Net Liquidation ProceedsRecoveries) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Trust pursuant to liquidation of such Receivable;; and (ixj) all present the payments on and future claims, demands, causes and chooses in action in respect proceeds of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s the Trustee's delivery of Certificates in an aggregate principal amount equal to the Closing Date Certificate Balance to or upon the written order of the Seller Seller, and subject to the terms and conditions of this Agreement, the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Trustee, on behalf of the Trust, in trust for the benefit of the Certificateholders, without recourse (recourse, except as expressly provided in Sections 2.6, 2.8(b) and 2.9 (subject to the Purchase Agreement), obligations herein): (a) all right, title and interest of the Seller in and to: (i) each and every Receivable to the Receivables listed on the Schedule A hereto of Receivables and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by Triad, the Seller on or the Servicer after the Cutoff Date) and all liquidation proceeds and Recoveries received with respect to such date)Receivables; (iib) all right, title and interest of the Seller in and to the security interests in the related Financed Vehicles granted by Obligors pursuant to such the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) , including, without limitation, the certificates of title and all rights other evidence of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds ownership with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vic) all right, title and interest of the Seller in and to any Insurance Policies and any proceeds from any Insurance Policies relating to the Receivables, the Financed Vehicles or the Obligors thereunder, including rebates of unearned premiums; (d) all right, title and interest (but none of the obligations) of the Seller in and to the Purchase Agreement, including a direct right to receive proceeds cause Triad to purchase Receivables from the Trust under certain circumstances; (e) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to the related Receivables from claims on any physical damageFinanced Vehicles; (f) all right, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligorstitle and interest of Triad and the Seller against Dealers with respect to the Receivables, including rebates of insurance premiums relating any reserves or collateral established or posted by Dealers with respect to the Receivables and any proceeds from the liquidation of such Receivables; (viig) all items contained in the Receivables Files with respect Servicer Receivable File related to such Receivables and any each Receivable, and all other documents or electronic records that the Seller or the Master Servicer Triad keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viiih) all amounts and property from time to time held in or credited to the Collection Account or to the extent such amounts and property relate to the Receivables; (i) all property (including the right to receive future Net Liquidation ProceedsRecoveries) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Trust pursuant to liquidation of such Receivable;; and (ixj) all present the payments on and future claims, demands, causes and chooses in action in respect proceeds of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s delivery (a) Subject to or the conditions set forth in paragraph (b) below, the Seller, pursuant to the mutually agreed upon terms contained herein, shall on the order of Closing Date (with respect to the Seller of the Purchase Price, Seller does hereby Initial Receivables) and each Subsequent Transfer Date (with respect to any Subsequent Receivables) sell, transfer, assign, set over assign and otherwise convey to HARC, the Purchaser without recourse (except as expressly provided but without limitation of their obligations in this Agreement or the Purchase Pooling and Servicing Agreement), all of the right, title and interest of the Seller Seller, whether then existing or thereafter acquired, in and to:to all accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and uncertificated securities consisting of, arising from or relating to the Receivables listed on the Schedule of Receivables and the Other Conveyed Property related thereto. With respect to Subsequent Receivables, the Seller shall only be obligated to sell, transfer, assign or otherwise convey Subsequent Receivables to the Purchaser with an aggregate Principal Balance up to the amount on deposit in the Pre-Funding Account on the applicable Subsequent Transfer Date. It is the intention of the Seller and the Purchaser that the transfers and assignments contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from the Seller to the Purchaser conveying good title thereto free and clear of any Liens, and the Receivables and Other Conveyed Property shall not be a part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. (b) The Seller shall transfer to the Purchaser the Receivables and Other Conveyed Property as described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the Closing Date (with respect to the Initial Receivables) or each applicable Subsequent Transfer Date (with respect to the transfer of Subsequent Receivables): (i) each The Seller shall not have been insolvent nor shall the Seller have been rendered insolvent by the sale and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after assignment contemplated hereby, nor shall the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date)be aware of any pending insolvency; (ii) The Seller shall have taken any action necessary or advisable to maintain the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other perfected ownership interest of the Seller Purchaser in such Financed Vehiclesthe Receivables and Other Conveyed Property; (iii) all rights No selection procedures adverse to the interests of the Purchaser or the Trust shall have been utilized by the Seller against Dealers or the Purchaser in selecting the related Receivables; and (iv) no more than 20.25% of the Initial Receivables are Actuarial Receivables, not less than 79.75% of the Initial Receivables are Simple Interest Receivables and each Subsequent Receivable will be a Simple Interest Receivable. (c) With respect to the Subsequent Receivables, the Purchaser shall be obligated to purchase from the Seller, and the Seller shall be obligated to sell to the Purchaser Subsequent Receivables only if all of the following conditions have been met: (A) the aggregate Principal Balance of any Subsequent Receivables sold to the Purchaser on a Subsequent Transfer Date must not be less than $2,000; (B) the Seller and the Purchaser must comply with the requirements specified in Section 2.3 hereof; (C) the Pre-Funding Account shall contain available funds in an amount at least equal to the related aggregate amount set forth in Section 2.1(b) hereof on such Subsequent Transfer Date; (D) each Subsequent Receivable must meet the terms and conditions set forth in Section 3.4 of the Pooling and Servicing Agreement and described in the Private Placement Memorandum under the heading "The Receivables Pool;" (E) the representations and warranties set forth in Sections 3.1 and 3.2 hereof are true and complete as of the related Subsequent Transfer Date and the Seller has complied with Article IV hereof; (F) the purchase by the Purchaser of any Subsequent Receivables and the subsequent transfer of such Subsequent Receivables by the Purchaser to the Trust during the Pre-Funding Period pursuant to Dealer Agreementsthe Pooling and Servicing Agreement must not result in any reduction of the rating of any Certificate by any of the Rating Agencies below the rating that was obtained on the Closing Date; (G) solely as a result of the purchase by the Purchaser of any Subsequent Receivables and the subsequent transfer of such Subsequent Receivables by the Purchaser to the Trust pursuant to the Pooling and Servicing Agreement, or Dealer Assignments related to such the weighted average annual percentage interest rate (the "Average Interest Rate") for all the Receivables in the Trust at the end of the Pre-Funding Period must not be more than 100 basis points lower than the Average Interest Rate of the Initial Receivables; (ivH) any proceeds on or prior to each Subsequent Transfer Date, the Seller shall have caused to be provided to the Purchaser, the Trustee, the Rating Agency and the right Placement Agent a letter prepared by an independent accountant retained by the Seller certifying that the characteristics of the related Subsequent Receivables conform to receive proceeds the characteristics set forth in Section 3.4 of the Pooling and Servicing Agreement and described in the Private Placement Memorandum under the heading "The Receivables Pool;" (I) as of the termination of the Pre-Funding Period, the percentage of Receivables having Obligor billing addresses in New Jersey, New York and Pennsylvania shall not exceed 27.24%, 50.00% and 20.00%, respectively, of the aggregate principal balance of all Receivables as of such date; and (J) on each Subsequent Transfer Date, the aggregate principal amount of Subsequent Receivables on which at least one Scheduled Payment has not been made by the related Obligor and received by the Servicer with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on shall not exceed the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingRepurchase Threshold.

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARC’s the Issuer's delivery to or upon the order of the Seller on the Series Closing Date or a Transfer Date of the Purchase Pricenet proceeds from the sale of a Series of Notes thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable Receivables listed on Schedule II-A hereto and Schedule II-B to the Series Supplement and Schedule A to the related Transfer Agreement, if any, and all monies paid or payable thereon or in respect thereof on or after the Cutoff Series Closing Date or the related Transfer Date (including amounts due on or before the Cutoff Date but received by HAFC, the Seller or the Issuer on or after such datethe Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; ; (iii) all rights of the Seller against the Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; ; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; ; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; : (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; ; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that the Seller or the Master Servicer HAFC keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or Obligor; Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Trust pursuant to liquidation of such Receivable; ; (ixx) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, on or after the related Cutoff Date; (xi) one share of Class SV Preferred Stock of the Seller; and (xii) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the Series Closing Date or the related Transfer Date: (i) if the transfer is not on the Closing Date, the Seller shall have provided the Indenture Trustee and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Transfer Agreement or Series Supplement which shall include a schedule (which may be in electronic format), listing the Receivables to be transferred; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all collections received after the related Cutoff Date in respect of the Receivables to be transferred; (iv) as of the Series Closing Date and each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on the Series Closing Date or the related Transfer Date shall be true and correct as of the Series Closing Date or the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vi) the Seller shall, at its own expense, on or prior to the Series Closing Date or the related Transfer Date indicate in its computer files that the Receivables identified in the Schedule to the Series Supplement or to the related Transfer Agreement have been sold to the Trust pursuant to this Agreement; (vii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Indenture Trustee in the Series Trust Estate; (viii) no selection procedures adverse to the interests of the related Series shall have been utilized in selecting the related Receivables; (ix) the addition of any such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (x) if required by any of the related Series Related Documents, the Seller shall simultaneously transfer to the Indenture Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Series Closing Date or Transfer Date; and (xi) the Seller shall have delivered to the Indenture Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Series Trust Estate from the Seller to the Issuer and the beneficial interest in and title to the related Series Trust Estate shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 for the benefit of the Noteholders.

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, The Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in the Purchase Master Sale and Servicing Agreement), all right, title and interest of the Seller in and to: (i) : each and every Receivable listed on Schedule A hereto to the related Receivables Purchase Agreement Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but received by the Seller on or after such date); (ii) ; the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) ; all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) ; any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement; (v) , as a result of a breach of representation or warranty in the related Dealer Agreement; all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) ; any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) ; all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) ; property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) ; all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s delivery Subject to or upon the order conditions specified in Section 2.1 of the Seller of Receivables Purchase Agreement and subject to the mutually agreed upon terms contained in the Receivables Purchase PriceAgreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCPurchaser, without recourse (except as expressly provided subject to the obligations set forth herein and in the Receivables Purchase Agreement), ) all right, title and interest of the Seller in and toto the following: (i) each and every Receivable the Receivables listed on in Schedule A hereto to each Assignment executed and delivered by Seller on such Purchase Date and all monies paid or payable thereon received under or in respect thereof of such Related Receivables and related Financed Vehicles, in each case, on or and after the related Cutoff Date (Date, including amounts due on or before all Net Liquidation Proceeds in respect thereof, and the Cutoff Date but received by Seller on or after right to service such date)Receivables; (ii) the security interests in the related Financed Vehicles granted by the related Obligors pursuant to such the Related Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life and credit accident and health insurance policies or disability insurance policiescertificates or any vendor’s single interest (VSI) policy, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligorthe related Obligors, including any rebates or premiums; (viiiiv) property (including the right to receive future Net Liquidation Proceeds) that secures each related a Related Receivable and that has been acquired by or on behalf of HARC pursuant to the liquidation of such Related Receivable; (ixv) refunds for the costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or Financed Vehicle or his or her obligations with respect to such Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Related Receivable and any and all other documents that Seller (or its designee) keeps on file in accordance with its customary procedures relating to the Related Receivables, the related Obligors or the related Financed Vehicles; (vii) any proceeds from recourse against Dealers including with respect to the sale of the Related Receivables; (viii) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing foregoing; (ix) any proceeds from claims on “errors and omissions” insurance policies and employee fidelity insurance policies related to the Related Receivables or the Obligors thereunder; (x) a copy of the data file with respect to the Related Receivables; and (xi) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all and non-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 consisting of, arising from or relating to all or any part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. (a) In consideration of HARC’s the Purchaser's delivery to or upon the order of the Seller on any Funding Date of the Purchase PricePrice therefor, the Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Purchaser, without recourse (except as expressly provided in subject to the Purchase Agreement), obligations set forth herein) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (i) each and every Receivable the Receivables listed on in Schedule A hereto to each Assignment executed and all monies paid or payable thereon or in respect thereof on or after delivered by the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date)Funding Date; (ii) all monies received under the Receivables on and after the related Cutoff Date and all Net Liquidation Proceeds received with respect to the Receivables on and after the related Cutoff Date; (iii) the security interests in the related Financed Vehicles and any accessions thereto granted by Obligors pursuant to such Receivables the related Contracts and any other interest of the Seller in such Financed Vehicles; (iii) all rights , including, without limitation, the certificates of the Seller against Dealers pursuant to Dealer Agreementstitle or, or Dealer Assignments related with respect to such ReceivablesReceivables that finance a vehicle in the States listed in ANNEX B, other evidence of title issued by the applicable Department of Motor Vehicles or similar authority in such States, with respect to such Financed Vehicles; (iv) any proceeds and from claims on any Receivables Insurance Policies or certificates relating to the right to receive proceeds with respect to such Financed Vehicles securing the Receivables repurchased by a Dealer pursuant to a Dealer Agreementor the Obligors thereunder; (v) all proceeds from recourse against Dealers or Consumer Lenders with respect to the Receivables and all other rights (but none of the obligations) of the Seller under any Service Contracts on the related Financed Vehiclesagreements with Dealers or Consumer Lenders; (vi) any proceeds and refunds for the right to receive proceeds costs of extended service contracts with respect to Financed Vehicles securing the related Receivables from claims on any physical damageReceivables, loss, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or disability insurance policies, if any, certificates covering an Obligor or Financed Vehicles Vehicle under a Receivable or Obligors, including rebates of insurance premiums relating his or her obligations with respect to the Receivables a Financed Vehicle and any proceeds from recourse to Dealers or Consumer Lenders for any of the liquidation of such Receivablesforegoing; (vii) all items contained in the Receivables Files with respect Receivable File related to such Receivables and any each Receivable and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or Receivables for Obligors of the related Financed Vehicles or ObligorVehicles; (viii) all amounts and property from time to time held in or credited to the Collection Account or the Lockbox Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Seller or the Purchaser pursuant to a liquidation of such Receivable; (ixx) the proceeds from any Servicer's errors and omissions policy or fidelity bond, to the extent such proceeds relate to any Receivable, Financed Vehicle or other Collateral; and (xi) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Purchaser the Receivables and the Other Conveyed Property described in PARAGRAPH (a) above only upon the satisfaction of each of the conditions set forth below on or prior to the related Funding Date. In addition to constituting conditions precedent to any purchase hereunder and under each Assignment, the following shall also be conditions precedent to any Advance on any Funding Date under the terms of the applicable Note Purchase Agreement: (i) the Seller shall have provided the Purchaser, Trustee, the applicable Note Purchaser and the applicable Noteholders with (A) an Addition Notice substantially in the form of EXHIBIT G hereto (which shall include a supplement to the Schedule of Receivables) and (B) a data tape or other electronic file containing information regarding the Related Receivables in the form of EXHIBIT H hereto to be transferred on such Funding Date (the "DATA TAPE FIELDS") no later than 2:00 p.m. (New York City time) four (4) Business Days prior to such Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Issuer, the Servicer and the Related Receivables; (ii) the Seller shall, to the extent required by SECTION 4.2 of this Agreement, have deposited in the Collection Account all collections received on and after the Cutoff Date in respect of the Related Receivables to be purchased on such Funding Date; (iii) as of each Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Related Receivables on such Funding Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) if such Funding Date is a Class A Funding Date, the Class A Facility Termination Date shall not have occurred; (v) if such Funding Date is a Class B Funding Date, the Class B Facility Termination Date shall not have occurred; (vi) the Servicer shall have established a Lockbox Account acceptable to the Controlling Note Purchaser; (vii) each of the representations and warranties made by the Seller pursuant to SECTION 3.1 and the other Basic Documents with respect to the Related Receivables to be purchased on such Funding Date shall be true and correct as of the related Funding Date and the Seller shall have performed all obligations to be performed by it hereunder or in any Assignment on or prior to such Funding Date; (viii) the Seller shall, at its own expense, on or prior to the Funding Date, indicate in its computer files that the Related Receivables to be purchased on such Funding Date have been sold to the Purchaser pursuant to this Agreement or an Assignment, as applicable, and have been pledged by the Purchaser to the Trustee for the benefit of the Note Purchasers and the Noteholders under the Indenture; (ix) the Seller shall have taken all action required to maintain (A) the first priority perfected ownership interest of the Purchaser in the Related Receivables and Other Conveyed Property, (B) subject to the terms and provisions of the Intercreditor Agreement, the first priority perfected security interest of the Trustee in the Collateral for the benefit of the Note Purchasers and the Noteholders, (C) the first priority perfected security interest of the Trustee in the Pledged Subordinate Securities for the benefit of the Class B Note Purchasers and the Class B Noteholders, and (D) subject to the terms and provisions of the Intercreditor Agreement, the second priority perfected security interest of the UBS Indenture Trustee in the Bear Cross Collateral (subject only to the Lien granted pursuant to Granting Clause I of the Indenture) for the benefit of the Class B note purchasers and the Class B noteholders under the UBS Basic Documents; (x) no selection procedures adverse to the interests of any Note Purchaser or any Noteholder shall have been utilized in selecting the Related Receivables to be sold on such Funding Date; (xi) the addition of any such Related Receivables to be purchased on such Funding Date shall not result in a material adverse tax consequence to any Noteholder, any Note Purchaser or the Purchaser; (xii) the Seller shall have delivered to each Noteholder, the applicable Note Purchaser and the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xiii) if such Funding Date is a Class A Funding Date, no Class A Funding Termination Event, Servicer Termination Event, or any event that, with the giving of notice or the passage of time, or both, would constitute a Class A Funding Termination Event or Servicer Termination Event, shall have occurred and be continuing; (xiv) if such Funding Date is a Class B Funding Date, no Class B Funding Termination Event, Servicer Termination Event, or any event that, with the giving of notice or the passage of time, or both, would constitute a Class B Funding Termination Event or Servicer Termination Event, shall have occurred and be continuing; (xv) the Trustee shall have confirmed receipt of the related Receivable File for each Related Receivable included in the applicable Borrowing Base calculation and shall have delivered an original Trust Receipt to the Controlling Note Purchaser and a copy thereof to the applicable Noteholders and the other Note Purchasers with respect to the Receivable Files related to the Related Receivables to be purchased on such Funding Date; (xvi) the Seller shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (xvi) that such perfection may be achieved by making the appropriate filings), and taken any other steps necessary to maintain, (A) the first priority perfected ownership interest of Purchaser and (B) subject to the terms and provisions of the Intercreditor Agreement, the first priority, perfected security interest of the Trustee for the benefit of the Note Purchasers and the Noteholders, with respect to the Related Receivables and Other Conveyed Property and the Collateral, respectively, to be transferred on such Funding Date; (xvii) the Seller shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (xvii) that such perfection may be achieved by making the appropriate filings), and taken any other steps necessary to maintain, (A) the first priority perfected security interest of the Trustee for the benefit of the Class B Note Purchasers and the Class B Noteholders, with respect to the Pledged Subordinate Securities and (B) subject to the terms and provisions of the Intercreditor Agreement, the second priority perfected security interest of the UBS Indenture Trustee for the benefit of the Class B note purchasers and the Class B noteholders under the UBS Basic Documents, with respect to the Bear Cross Collateral (subject only to the Lien created pursuant to Granting Clause I of the Indenture); (xviii) the Seller shall have executed and delivered an Assignment in the form of EXHIBIT F with respect to such Related Receivables and the Other Conveyed Property related thereto; (xix) each of the conditions precedent to such Advance set forth in this Agreement, the Indenture and the applicable Note Purchase Agreement shall have been satisfied; (xx) if such Funding Date is a Class A Funding Date, such Class A Funding Date shall not occur in the same calendar week as any prior Class A Funding Date; (xxi) if such Funding Date is a Class B Funding Date, such Class B Funding Date shall also be a Class A Funding Date and no more than two Class B Funding Dates shall occur during any one calendar month; and (xxii) if such Funding Date is a Class B Funding Date, such Class B Funding Date shall not be a funding date for the Class B notes issued under the UBS Warehouse Facility.

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARCthe Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the Purchase Pricenet proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto the Schedules of Receivables and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the such Cutoff Date but received by HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such dateCutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against the Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Seller pursuant to liquidation of such Receivable; (ixx) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement or Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) if the Transfer Date is not also the Closing Date, the Seller shall have provided the Indenture Trustee, the Owner Trustee and the Insurer with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement and to the Insurer a copy of such Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Master Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Insurer a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections received after the related Cutoff Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee or the Insurer (for so long as it is the Controlling Party), advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee or the Insurer (for so long as it is the Controlling Party), advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders and the Insurer, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Indenture Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Insurer an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement shall constitute a Grant of a security interest in the property referred to in this Section 2.1 to the Issuer. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivable from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of the Receivables on the Closing Date, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement without the prior written consent of the Insurer.

Conveyance of Receivables. (a) [Initial] Receivables. In consideration of HARCthe Issuing Entity’s delivery to of the Notes and the Certificates to, or upon the order of of, the Seller of Depositor, the Purchase Price, Seller Depositor does hereby enter into this Agreement and the [related] Second Step Receivables Assignment in the form attached as Exhibit B to this Agreement (the “Second Step [Initial] Receivables Assignment”) and agrees to fulfill all of its obligations hereunder and thereunder and to sell, transfer, assign, set over assign and otherwise convey to HARCthe Issuing Entity, without recourse recourse: (except as expressly provided in the Purchase Agreement), i) all right, title and interest of the Seller in Depositor in, to and to: (i) each and every Receivable under the [Initial] Receivables listed on the Schedule A hereto of Receivables and all monies paid or payable received thereon or in respect thereof on or and after the [Initial] Cutoff Date (including Date, or, with respect to any Substitute Receivable, the related Substitute Cutoff Date, [in each case] exclusive of any amounts due on allocable to the premium for physical damage collateral protection insurance required by the Servicer or before the Cutoff Date but received by Seller on or after such date)covering any related Financed Vehicle; (ii) the interest of the Depositor in the security interests in the related Financed Vehicles granted by Obligors pursuant to such the [Initial] Receivables and and, to the extent permitted by law, any other interest of the Seller in such Financed Vehiclesaccessions thereto; (iii) all rights the interest of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) Depositor in any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, losscredit life, credit life disability or disability other insurance policies, if any, policies covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorObligors; (viiiiv) property the interest of the Depositor in any proceeds from recourse against Dealers on the [Initial] Receivables; (v) all right, title and interest of the Depositor in, to and under the Pooling Agreement, the First Step Receivables Assignment[s], the Servicing Agreement and the Custodian Agreement, including the right of the Depositor to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by cause the Seller or on behalf of HARC pursuant the Servicer to liquidation of such Receivablerepurchase or purchase or substitute Receivables under certain circumstances; (ixvi) [the right to purchase Additional Receivables during the Revolving Period at a price equal to the Aggregate Additional Receivables Principal Balance of such Additional Receivables as of each Distribution Date;] and (vii) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing described in clauses (i) through [(v)][(vi)] above 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 conversionconversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s delivery (a) Subject to or upon the order of the Seller of the Purchase Priceconditions set forth in paragraph (b) below, on each Transfer Date, each Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, the Trust without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the such Seller in and to: (i) each all Receivables originated or acquired by such Seller and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after to the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date)related Supplement; (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the such Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables Obligors and any proceeds from the liquidation of such Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or by a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement or by an Originating Affiliate pursuant to a purchase and sale agreement with AmeriCredit as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement or the related purchase and sale agreement; (v) all rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivable Files; (vii) all items contained of AFC’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Receivables Files with respect to such Receivables Master Sale and any Contribution Agreement (including all “Sale and Contribution Agreement Supplements” entered into pursuant thereto), including AFC’s rights under the Master Sale and Contribution Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Master Sale and Contribution Agreement (and all other documents that the Seller “Sale and Contribution Agreement Supplements” entered into pursuant thereto), on or the Master Servicer keeps on file in accordance with its customary procedures relating to after the related Receivables, or the related Financed Vehicles or Obligor;Cutoff Date; and (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect proceeds of any or and all of the foregoing. In consideration of such transfers, the Issuer will pay to the applicable Seller a purchase price equal to the fair market value of each Receivable transferred by such Seller. Such purchase price shall be payable in cash or by an increase in the principal amount of any notes or Certificates held by the related Seller or by a combination thereof, as the Issuer and such Seller mutually agree. The purchase price due with respect to Receivables will be payable as and when agreed by the Issuer and the applicable Seller, but not later than the related Transfer Date. It is the intention of the Sellers that the transfers and assignments contemplated by this Agreement shall constitute sales of the Receivables and other Trust Property from the related Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of such Seller’s respective estate in the event of the filing of a bankruptcy petition by or against such Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Sellers, any transfer and assignment contemplated hereby shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each transfer and assignment of Receivables hereunder shall constitute a true sale thereof, each Seller hereby grants to the Issuer a valid and perfected security interest in all of such Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables and other Trust Property (as applicable), and all payments on other rights and assets in which the Issuer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of such Seller hereunder, which security interest shall be prior to all other Liens. In addition, AFC hereby grants to the Issuer a valid and perfected security interest in all of AFC’s right, title and interest all of the following items owned by AFC, whether now owned or under hereafter acquired, now existing or hereafter created and wherever located: all chattel paper, accounts, goods, investment property, letters of credit, letter-of-credit rights, leases, instruments, installment sales contracts, installment payment contracts, general intangibles, payment intangibles, promissory notes, and “supporting obligations” (as defined in the UCC) relating thereto and the proceeds of every kind any and nature whatsoever in respect of any or all of the foregoing, including to secure all proceeds payment and performance obligations of AFC hereunder, which security interest shall be prior to all other Liens. The Issuer and its assigns shall have, in addition to the conversion, voluntary or involuntary, into cash or other liquid propertyrights and remedies which they may have under this Agreement, all cash proceedsother rights and remedies provided to a secured creditor under the UCC and other applicable law, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, which rights to payment and remedies shall be cumulative. In the case of any Recharacterization, each Seller and every kind the Issuer represents and other forms warrants as to itself that each remittance of obligations and receivables, instruments Collections and other property which at any time constitute all or part by such Seller to the Issuer hereunder shall have been (i) in payment of or are included a debt incurred by such Seller in the proceeds ordinary course of business or financial affairs of such Seller and the Issuer and (ii) made in the ordinary course of business or financial affairs of such Seller and the Issuer. AFC hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.1. AFC authorizes the Issuer and the Indenture Trustee to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the collateral granted by it hereunder without the signature of AFC. (b) Each Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above, subject to the satisfaction of each of the following conditions: (i) AmeriCredit shall deliver to the Administrative Agent, the Owner Trustee and the Trust Collateral Agent on or prior to the Business Day immediately preceding each Transfer Date and each date a Servicer’s Report is delivered, an amended and restated Schedule of Receivables (the “Schedule of Receivables”); (ii) as of each Transfer Date, (A) such Seller shall not be insolvent and shall not become insolvent as a result of its transfer of Receivables on such Transfer Date, (B) such Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the respective assets of such Seller shall not constitute unreasonably small capital to carry out its businesses as conducted; (iii) each of the representations and warranties made by such Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and such Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (iv) such Seller shall, at its own expense, on or prior to the Transfer Date indicate in its respective computer files that the Receivables identified in the related Supplement have been sold to the Trust; (v) such Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trust Collateral Agent in the Collateral; (vi) no selection procedures adverse to the interests of the Noteholders or the Agents shall have been utilized in selecting the related Receivables; and (vii) the addition of any such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders. Each Seller covenants that in the event any of the foregoingforegoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, such Seller (if the original seller of such Receivable) will repurchase such Receivable from the Trust in the manner specified in Section 4.7, at a price equal to (x) if any Borrowing Base Deficiency shall exist, the Purchase Amount thereof or (y) otherwise, zero. The Issuer and the Sellers may from time to time agree that the Sellers will purchase Receivables from the Issuer so long as the conditions set forth in Section 2.9 of the Indenture are satisfied with respect to each such sale.

Conveyance of Receivables. In consideration By execution of HARC’s delivery to or upon the order of the Seller of the Purchase Pricethis Agreement, ------------------------- Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in the Purchase Agreement)herein, all its right, title and interest in, to and under (a) the Collateral Certificate, and (b) effective on the FCMT Termination Date, the Receivables existing at the opening of business on the FCMT Termination Date, and thereafter created from time to time until the termination of the Seller in Issuer, all Collections and to: (i) each and every Receivable listed on Schedule A hereto and all monies Recoveries allocable to the Issuer as provided herein, the rights to receive certain amounts paid or payable thereon or as Interchange (if and to the extent provided for in respect thereof on or after the Cutoff Date any Indenture Supplement), all rights to security for any Receivables (including without limitation rights to bank accounts or certificates of deposit pledged as collateral) and the right to any Enhancement with respect to any Series, in each case together with all monies due or to become due and all amounts due on received or before the Cutoff Date but received receivable with respect thereto, Transferred Assets acquired by Seller on or after such date); under the Receivables Purchase Agreement, rights described in clause (iia)(ii) of the security interests definition of "Existing -------------- Assets" in the related Financed Vehicles granted by Obligors pursuant Receivables Purchase Agreement, rights under the Receivables Purchase Agreement relating to assets that have been transferred or contributed under the Receivables Purchase Agreement (other than the right to acquire such Receivables assets under Sections 2.1(a) and 2.1(b) thereof) and all proceeds thereof and --------------- ------ Insurance Proceeds relating thereto. Such property, together with all monies and other property credited to the Collection Account, the Series Accounts and the Excess Funding Account (including any other interest subaccounts of any such account), the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds Issuer under this Agreement and the Trust Agreement and the right to receive proceeds Recoveries shall constitute the assets of the Issuer (the "Trust ----- Assets"). The foregoing does not constitute and is not intended to result in the ------ creation or assumption by the Issuer, the Owner Trustee, the Indenture Trustee or any Noteholder of any obligation of the Seller, the Servicer or any other Person in connection with respect to such the Accounts or the Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller or under any Service Contracts on agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants or clearance systems. On or prior to the related Financed Vehicles; Initial Closing Date, Seller shall deliver to the Owner Trustee a registered certificate representing the Collateral Certificate. On or prior to the FCMT Termination Date, Seller agrees to record and file, at its own expense, financing statements (viand continuation statements when applicable) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from other Trust Assets conveyed by Seller existing on the liquidation FCMT Termination Date and thereafter created meeting the requirements of applicable state law in such Receivables; (vii) all items contained manner and in such jurisdictions as are necessary to perfect, and maintain the Receivables Files with respect to perfection of, the transfer and assignment of its interest in such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating Trust Assets to the related ReceivablesIssuer, and to deliver a file stamped copy of each such financing statement or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation other evidence of such Receivable; filing to the Owner Trustee as soon as practicable after the FCMT Termination Date, and (ixif any additional filing is so necessary) all present and future claimsas soon as practicable after the applicable Addition Date, demands, causes and chooses in action in respect the case of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind Receivables and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included Trust Assets arising in the proceeds of any of the foregoing.Additional

Conveyance of Receivables. In consideration of HARC’s 's delivery to or upon the order of the Seller of the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. (a) In consideration of HARC’s the Depositor's delivery to or upon the order of the Seller on the Closing Date, the purchase price for each Receivable (and all other interests transferred to the Depositor in connection with the sale to the Depositor of such Receivable) shall be an amount equal to the Principal Balance of such Receivables on the date of sale (the "Purchase Price"). The Depositor shall make payment in respect of the Purchase PricePrice upon demand by the Seller. (b) The Depositor may pay part or all of the Purchase Price in cash, with any balance paid by delivery to the Seller of a subordinated revolving credit note of the Depositor in the form of Exhibit A attached hereto (the "Subordinated Promissory Note"). The Subordinated Promissory Note shall automatically increase upon each sale of the Receivables of the Seller hereunder to reflect, and in the amount of, the Purchase Price for such Receivables, if any, which was not paid in cash. The outstanding principal amount of the Subordinated Promissory Note shall bear interest at a rate per annum equal to the prime rate as published on such day (or, if not then published, on the most recently preceding day) in The Wall Street Journal as the "Prime Rate." Changes in the rate payable hereunder shall be effective on each day on which a change in the Prime Rate is published. On each Distribution Date, the Depositor shall repay the accrued interest on, and principal amount of, the Subordinated Promissory Note as and to the extent of any amounts received by the Depositor from proceeds of collections of Receivables, subject, however, to the prior right of the Issuer to receive payments out of the collections pursuant to this Agreement. (c) The Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Depositor, without recourse (except as expressly provided in subject to the Purchase Agreement), obligations of the Seller herein) all right, title title, and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto the Receivables and all monies paid or payable moneys received thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date)Date; (ii) the security interests in the related Financed Vehicles and any accessions thereto granted by Obligors pursuant to such the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of any Liquidation Proceeds and any other proceeds with respect to the Seller against Dealers pursuant to Dealer AgreementsReceivables from claims on any physical damage, credit life or Dealer Assignments related to such Receivablesdisability insurance policies covering Financed Vehicles or Obligors, including any vendor's single interest or other collateral protection insurance policy; (iv) any property that shall have secured any Receivable and that shall have been acquired by or on behalf of the Seller; (v) all documents and other items contained in the Receivable Files; (vi) all proceeds and the right to receive proceeds with respect to such Receivables from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables;; and (vii) all items contained in the Receivables Files with respect to such Receivables and proceeds of any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses 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. (d) The Seller and the Depositor intend that the transfer of assets by the Seller to the Depositor pursuant to this Agreement be a sale of the ownership interest in such assets to the Depositor, including rather than the mere granting of a security interest to secure a borrowing. In the event, however, that such transfer is deemed not to be a sale but to be of a mere security interest to secure a borrowing, the Seller shall be deemed to have hereby granted to the 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, 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 rights against the Seller under this Agreement and (iii) all proceeds thereof. Such assignment may be made by the Depositor with or without an assignment by the Depositor of its rights under this Agreement, and without further notice to or acknowledgement from the 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 conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights Depositor relating to payment of any such action by the Depositor in connection with the transactions contemplated by the Sale and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingServicing Agreement.

Conveyance of Receivables. In consideration of HARC’s delivery (a) Subject to or upon the order of conditions set forth in paragraph (b) below, on each Transfer Date the Seller of the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, the Issuer without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each all Receivables originated or acquired by the Seller and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after to the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date)related Supplement; (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables Obligors and any proceeds from the liquidation of such Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or by a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement or by an Originating Affiliate pursuant to a purchase and sale agreement with AmeriCredit as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement or the related purchase and sale agreement; (v) all rights under any Service Contracts on the related Financed Vehicles: (vi) the related Receivable Files; (vii) all items contained of AFC’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Receivables Files with respect to such Receivables Master Sale and any Contribution Agreement (including all “Sale and Contribution Agreement Supplements” entered into pursuant thereto), including AFC’s rights under the Master Sale and Contribution Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Master Sale and Contribution Agreement (and all other documents that the Seller “Sale and Contribution Agreement Supplements” entered into pursuant thereto), on or the Master Servicer keeps on file in accordance with its customary procedures relating to after the related Receivables, or the related Financed Vehicles or Obligor;Cutoff Date; and (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect proceeds 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. In consideration of such transfers, including all proceeds the Issuer will pay to the Seller a purchase price equal to the fair market value of each Receivable transferred by the Seller. Such purchase price shall be payable in cash or by an increase in the principal amount of any notes or Certificates held by the Seller or by a combination thereof, as the Issuer and the Seller mutually agree. The purchase price due with respect to Receivables will be payable as and when agreed by the Issuer and the Seller, but not later than the related Transfer Date. It is the intention of the conversionSeller that the transfers and assignments contemplated by this Agreement shall constitute sales of the Receivables and other Trust Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, voluntary notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section to the Issuer. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above subject to the satisfaction of each of the following conditions: (i) AmeriCredit shall deliver to the Administrative Agent, the Owner Trustee and the Trust Collateral Agent on or involuntaryprior to the Business Day immediately preceding each Transfer Date and each date a Servicer’s Report is delivered, into cash an amended and restated Schedule of Receivables (the “Schedule of Receivables”); (ii) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or other liquid propertybelieve that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its businesses as conducted; (iii) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all cash proceedsobligations to be performed by it hereunder on or prior to such Transfer Date; (iv) the Seller shall, accountsat its own expense, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights on or prior to payment the Transfer Date indicate in its computer files that the Receivables identified in the related Supplement have been sold to the Trust; (v) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trust Collateral Agent in the Collateral; (vi) no selection procedures adverse to the interests of the Noteholders or the Agents shall have been utilized in selecting the related Receivables; and (vii) the addition of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all such Receivables shall not result in a material adverse tax consequence to the Trust or part of or are included the Noteholders. The Seller covenants that in the proceeds of event any of the foregoingforegoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will repurchase such Receivable from the Trust in the manner specified in Section 4.7, at a price equal to (x) if any Borrowing Base Deficiency shall exist, the Purchase Amount thereof or (y) otherwise, zero. The Issuer and the Seller may from time to time agree that the Seller will purchase Receivables from the Issuer so long as the conditions set forth in Section 2.9 of the Indenture are satisfied with respect to each such sale.

Conveyance of Receivables. In consideration of HARC’s the Trustee's delivery to to, or upon the order of of, the Seller of executed and authenticated Certificates, in authorized denominations, in an aggregate amount equal to the Purchase Pricesum of the Original Class A Certificate Balance and the Original Class B Certificate Balance, the Seller does hereby sell, transfer, assign, set over assign and otherwise convey to HARCthe Trustee, in trust for the benefit of the Certificateholders, without recourse (except as expressly provided in subject to the Purchase Agreement), Seller's obligations herein): (i) all right, title and interest of the Seller in and to: (i) each and every Receivable to the Receivables listed on in Schedule A hereto and all monies due thereon and paid or payable thereon or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 12.02 or 21.02 of the Standard Terms and Conditions or the repurchase of Receivables by the Servicer, or any successor to the Servicer, pursuant to Section 13.07 or 21.02 of the Standard Terms and Conditions) on or after the Cutoff Date (including amounts due Date, exclusive of Accrued Interest as of the opening of business on or before the Cutoff Date but received by Seller on or after such date)Date; (ii) the interest of the Seller in the security interests in the related Financed Vehicles granted by the related Obligors pursuant to such Receivables and any other the Receivables; (iii) the interest of the Seller in such any Liquidation Proceeds, in any proceeds of any physical damage insurance policies covering the Financed Vehicles; (iii) all rights Vehicles and in any 5 proceeds of any credit life or credit disability insurance policies relating to the Seller against Dealers pursuant to Dealer Agreements, Receivables or Dealer Assignments the related to such ReceivablesObligors; (iv) the interest of the Seller in any proceeds and from Dealer repurchase obligations relating to the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer AgreementReceivables; (v) all rights the interest of the Seller under any Service Contracts on the related Financed VehiclesReceivables Purchase Agreement; (vi) any proceeds and all other assets comprising the right to receive proceeds with respect to estate of the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables;Trust; and (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s 's delivery to or upon the order of the Seller seller of the Purchase Pricepurchase price, Seller seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreementpurchase agreement), all right, title and interest of the Seller seller in and to: (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In Subject to the conditions set forth in paragraph (b) below, in consideration of HARC’s the Issuers delivery to or upon the order of the Seller on the Series Closing Date or a Transfer Date of the Purchase Pricenet proceeds from the sale of a Series of Notes thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) : each and every Receivable Receivables listed on Schedule II-A, Schedule II-B and Schedule II-C to the Series Supplement and Schedule A hereto to the related Transfer Agreement, if any, and all monies paid or payable thereon or in respect thereof on or after the Cutoff Series Closing Date or the related Transfer Date (including amounts due on or before the Cutoff Date but received by HAFC, the Seller or the Issuer on or after such datethe Cutoff Date); (ii) ; the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) ; all rights of the Seller against the Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) ; any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (v) ; all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) : any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) ; all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that the Seller or the Master Servicer HAFC keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or Obligor; Vehicles; all funds on deposit from time to time in the Trust Accounts (viii) including all investments and proceeds thereof); property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Trust pursuant to liquidation of such Receivable; (ix) ; all of the Sellers right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, on or after the related Cutoff Date; one share of Class SV Preferred Stock of the Seller; and all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the Series Closing Date or the related Transfer Date: if the transfer is not on the Closing Date, the Seller shall have provided the Indenture Trustee and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Transfer Agreement or Series Supplement which shall include a schedule (which may be in electronic format), listing the Receivables to be transferred; the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all collections received after the related Cutoff Date in respect of the Receivables to be transferred; as of the Series Closing Date and each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on the Series Closing Date or the related Transfer Date shall be true and correct as of the Series Closing Date or the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; the Seller shall, at its own expense, on or prior to the Series Closing Date or the related Transfer Date indicate in its computer files that the Receivables identified in the Schedule to the Series Supplement or to the related Transfer Agreement have been sold to the Trust pursuant to this Agreement; the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Indenture Trustee in the Series Trust Estate; no selection procedures adverse to the interests of the related Series shall have been utilized in selecting the related Receivables; the addition of any such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; if required by any of the related Series Related Documents, the Seller shall simultaneously transfer to the Indenture Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Series Closing Date or Transfer Date; and the Seller shall have delivered to the Indenture Trustee an Officers Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Series Trust Estate from the Seller to the Issuer and the beneficial interest in and title to the related Series Trust Estate shall not be part of the Sellers estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 for the benefit of the Noteholders.

Conveyance of Receivables. In consideration of HARC’s 's delivery to or upon the order of the Seller of the Purchase Price, the Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: (i) : each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but received by the Seller on or after such date); (ii) ; the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) ; all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) ; any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement; (v) , as a result of a breach of representation or warranty in the related Dealer Agreement; all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) ; any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) ; all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) ; property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) ; all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. (a) In consideration of HARC’s delivery to or upon the order case of the Seller of Initial Receivables conveyed by the Purchase PriceOriginator, Seller on the Closing Date the Originator does hereby sell, transfer, assign, set over transfer and otherwise convey assign to HARCthe Buyer, without recourse (except as expressly provided in the Purchase Agreement), subject to its obligations hereunder): (i) all right, title and interest of the Seller Originator in and to: (i) each and every to the Initial Receivables, all Related Security with respect to such Receivables, all related Receivable listed on Schedule A hereto Documents and all monies collections due on or in respect of such Receivables and paid or payable thereon or in respect thereof (including proceeds of the repurchase of Initial Receivables by the Originator pursuant to Section 2.3(b)) on or after the Initial Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date)Date; (ii) the interest of the Originator in the security interests in the related Financed Vehicles and liens on such Receivables and any accessions thereto granted by the Obligors pursuant to such Receivables and any other interest of the Seller in such Financed VehiclesReceivable; (iii) all rights the interest of the Seller against Dealers Originator in any proceeds of any insurance policies covering such Receivables (including but not limited to any physical damage or title insurance relating to any Mortgage Loan Receivables) and in any proceeds of any credit life or credit disability insurance policies relating to such Receivables or the related Obligors; and (iv) all proceeds of the foregoing. (b) In the case of the Subsequent Receivables that are Right to Use Receivables, on the related Transfer Dates occurring from time to time prior to the Commitment Termination Date, the Originator will sell, transfer and assign to the Buyer, without recourse (subject to its obligations hereunder): (i) all right, title and interest of the Originator in and to the related Subsequent Receivables that are Right to Use Receivables, all Related Security with respect to such Right to Use Receivables, all related Receivable Documents and all collections on or in respect of such Right to Use Receivables and paid thereon or in respect thereof (including proceeds of the repurchase of such Subsequent Receivables that are Right to Use Receivables by the Originator pursuant to Dealer Agreements, Section 2.3(b)) on or Dealer Assignments after the related Subsequent Cutoff Date; (ii) the interest of the Originator in the security interests in and liens on such Right to Use Receivables and any accessions thereto granted by the Obligors pursuant to such Right to Use Receivables; (iii) the interest of the Originator in any proceeds of any physical damage and title insurance policies covering such Right to Use Receivables and in any proceeds of any credit life or credit disability insurance policies relating to such Right to Use Receivables or the related Obligors; and (iv) any all proceeds and of the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement;foregoing. (vc) all rights of Seller under any Service Contracts In connection with each such conveyance, on or prior to the related Financed Vehicles; (vi) any proceeds Transfer Date, the Originator agrees to record and the right to receive proceeds file, at its own expense, a financing statement with respect to the related Right to Use Receivables from claims on meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of such Right to Use Receivables to or upon the order of the Buyer, and the proceeds thereof as may be perfected by filing a financing statement (and any physical damagecontinuation statements as are required by applicable state law), lossand to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, credit life or disability insurance policiesfor purposes of this Section, if any, covering Financed Vehicles or Obligors, including rebates consist of insurance premiums relating telephone confirmation of such filing with the file stamped copy of each such filing to be provided to the Buyer in due course), as soon as is practicable after the Originator's receipt thereof. In connection with each such conveyance, the Originator further agrees, at its own expense, on or prior to the related Transfer Date, (i) to indicate in its computer files that the related Right to Use Receivables have been transferred to the Buyer pursuant to this Agreement, (ii) to deliver to the Buyer a computer file or microfiche list containing a true and complete list of all such Right to Use Receivables, and containing the information with respect thereto required by the Schedule of Right to Use Receivables and any proceeds from (iii) to deliver to the liquidation Buyer and the Agent a Schedule of such Receivables; (vii) all items contained in the Right to Use Receivables Files with respect to such Right to Use Receivables, which shall be added to all Schedules of Right to Use Receivables delivered to the Buyer and any the Agent prior to such Transfer Date and all other appears as Schedule A hereto. (d) On each Transfer Date, the Originator shall deliver to or upon the order of the Buyer, the documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Right to Use Receivables called for pursuant to Section 2.5 of the Transfer Agreement. (e) From time to time, the Originator may, upon the terms and conditions in Section 15.2 of the Transfer Agreement, substitute a new Right to Use Receivable or Mortgage Loan Receivable that is an Eligible Receivable for a Right to Use Receivable or Mortgage Loan Receivable, as the case may be, that is either a Defaulted Receivable or is otherwise no longer an Eligible Receivable. As to substituted Mortgage Loan Receivables, or the related Financed Vehicles or Obligor; (viii) property (including Originator will be deemed to have made the right to receive future Net Liquidation Proceeds) same representations and warranties that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses were made in action in respect of any or all of connection withi Mortgage Loan Receivables transferred under the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingPrior Purchase Agreement.

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, The Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided PROVIDED in the Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: (ia) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but received by HAFC (or any predecessor or Affiliate of HAFC, as applicable) or the Seller on or after such date); (iib) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (ivd) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (ve) all rights of the Seller under any Service Contracts on the related Financed Vehicles; (vif) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (viig) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that HAFC, any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorObligors;all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (viiih) all property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC the Seller or the Trust pursuant to liquidation of such Receivable; (ixi) all of Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC, any Affiliate of HAFC that is the seller under a Master Receivables Purchase Agreement or Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements, on or after the related Cutoff Date; (j) on the initial Transfer Date only, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (k) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. (a) In consideration of HARCthe Purchaser’s delivery to or upon the order of the Seller on any Funding Date of the Purchase PricePrice therefor, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Purchaser, without recourse (except as expressly provided in subject to the Purchase Agreement), obligations set forth herein) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (i) each and every Receivable the Receivables listed on in Schedule A hereto to each Transfer Instrument executed and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received delivered by Seller on or after such date)Funding Date; (ii) all monies received under the Receivables on and after the related Cutoff Date and all Net Liquidation Proceeds received with respect to the Receivables on and after the related Cutoff Date; (iii) the security interests in the related Financed Vehicles and any accessions thereto granted by Obligors pursuant to such Receivables the related Contracts and any other interest of the Seller in such Financed Vehicles; (iii) all rights of , including, without limitation, the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such ReceivablesAuto Title; (iv) any proceeds and from claims on any Receivables Insurance Policies or certificates relating to the right to receive proceeds with respect to such Financed Vehicles securing the Receivables repurchased by a Dealer pursuant to a Dealer Agreementor the Obligors thereunder; (v) all rights of Seller under any Service Contracts on the Custodial Documents related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any each Receivable and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or Receivables for Obligors of the related Financed Vehicles or ObligorVehicles; (viiivi) all amounts and property from time to time held in or credited to the Lockbox, the Collection Account or the Blocked Account; (vii) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC Seller or the Purchaser pursuant to a liquidation of such Receivable; (viii) the proceeds from any Servicer’s errors and omissions policy or fidelity bond, to the extent such proceeds relate to any Receivable, Financed Vehicle or other Collateral; and (ix) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) Seller shall transfer to the Purchaser the Receivables and the Other Conveyed Property described in paragraph (a) above only upon the satisfaction of each of the conditions set forth below on or prior to the related Funding Date. (i) Seller shall have provided the Purchaser, Lender [and the Collateral Agent] with (A) an Addition Notice substantially in the form of Exhibit B hereto (which shall include a supplement to the Schedule of Receivables) and (B) a data tape or other electronic file containing information regarding the Related Receivables that Lender may request hereto to be transferred on such Funding Date (the “Data Tape Fields”) no later than 11:00 a.m. (New York City time) three Business Days prior to such Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Purchaser, Servicer and the Related Receivables; (ii) Seller shall, to the extent required by Section 4.2 of this Agreement, have deposited in the Blocked Account all collections received on and after the Cutoff Date in respect of the Related Receivables to be purchased on such Funding Date; (iii) as of each Funding Date, (A) Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Related Receivables on such Funding Date, (B) Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) the Facility Termination Date shall not have occurred; (v) each of the representations and warranties made by Seller pursuant to Section 3.1 and the other Loan Documents with respect to the Related Receivables to be purchased on such Funding Date shall be true and correct as of the related Funding Date and Seller shall have performed all obligations to be performed by it hereunder or in any Transfer Instrument on or prior to such Funding Date; (vi) Seller shall, at its own expense, on or prior to the Funding Date, indicate in its computer files that the Related Receivables to be purchased on such Funding Date have been sold to the Purchaser pursuant to this Agreement or a Transfer Instrument, as applicable, and have been pledged by the Purchaser to the Collateral Agent for the benefit of the Lender under the Loan Agreement; (vii) Seller shall have taken all action required to maintain (i) the first priority perfected ownership interest of the Purchaser in the Related Receivables and Other Conveyed Property and (ii) the first priority perfected security interest of the Collateral Agent for the benefit of the Lender in the Collateral; (viii) no selection procedures adverse to the interests of Lender shall have been utilized in selecting the Related Receivables to be sold on such Funding Date; (ix) the addition of any such Related Receivables to be purchased on such Funding Date shall not result in a material adverse tax consequence to any Secured Party; (x) Seller shall have delivered to the Collateral Agent and Lender an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xi) no Servicer Termination Event, or any event that, with the giving of notice or the passage of time, would constitute a Servicer Termination Event, shall have occurred and be continuing; (xii) Seller shall have delivered the related Custodial Documents to the Custodian, and the Custodian shall have confirmed receipt of the related Custodial Documents for each Related Receivable and shall have delivered a copy to Lender and the Collateral Agent of a Custodial Certification with respect to the Custodial Documents related to the Related Receivables to be purchased on such Funding Date; (xiii) Seller shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (xiii) that such perfection may be achieved by making the appropriate filings), and taken any other steps necessary to maintain, (1) the first, priority, perfected ownership interest of Purchaser and (2) the first priority, perfected security interest of the Collateral Agent for the benefit of the Lender, with respect to the Related Receivables, the Other Conveyed Property and any other Collateral to be transferred on such Funding Date; (xiv) Seller shall have executed and delivered an Transfer Instrument in the form of Exhibit A with respect to such Related Receivables and the Other Conveyed Property related thereto; and (xv) the Funding Date shall not occur in the same calendar week as any prior Funding Date.

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, The Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided PROVIDED in the Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: (ia) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but received by the Seller on or after such date); (iib) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (ivd) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (ve) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vif) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (viig) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller HAFC on or the Master Servicer Household Bank, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorObligors; (viiih) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (i) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC the Seller pursuant to liquidation of such Receivable; (ixj) all of Sellers right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Master Receivables Purchase Agreement and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC or Household Bank, as applicable, under the Master Receivables Purchase Agreement and related Receivables Purchase Agreement Supplements, on or after the related Cutoff Date; (k) on the initial Transfer Date only, one share of Class SV Preferred Stock of the Seller; and (l) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance 3 proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARC’s the Issuer's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the Purchase Pricenet proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto to the related Transfer Agreement and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the Cutoff Date but received by HAFC, the Seller or the Issuer on or after such datethe Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against the Dealers pursuant to Dealer Agreements, Agreements as a result of a breach of representation or warranty in the related Dealer Assignments related to such ReceivablesAgreement; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles;: (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that the Seller HAFC or the Master Servicer Household Bank, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Trust pursuant to liquidation of such Receivable; (ixx) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC or Household Bank, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, on or after the related Cutoff Date; (xi) on the initial Transfer Date only, one share of Class SV Preferred Stock of the Seller; and (xii) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, The Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided PROVIDED in the Purchase Sale and Servicing Agreement), all right, title and interest of the Seller in and to: (ia) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but received by HAFC (or any predecessor or Affiliate of HAFC, as applicable) or Seller on or after such date); (iib) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (ivd) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (ve) all rights of the Seller under any Service Contracts on the related Financed Vehicles; (vif) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (viig) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that HAFC, any Affiliate of HAFC that is the Seller seller under a Master Receivables Purchase Agreement, the Seller, Household Bank or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or ObligorObligors; (viiih) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (i) all property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC the Seller or the Trust pursuant to liquidation of such Receivable; (ixj) all of Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC, any Affiliate of HAFC that is the seller under a Master Receivables Purchase Agreement or Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements, on or after the related Cutoff Date; (k) on the initial Transfer Date only, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (l) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration By execution of HARC’s delivery to or upon the order of the Seller of the Purchase Pricethis Agreement, ------------------------- Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in the Purchase Agreement)herein, all its right, title and interest in, to and under (a) the Collateral Certificate, and (b) effective on the FCMT Termination Date, the Receivables existing at the opening of business on the FCMT Termination Date, and thereafter created from time to time until the termination of the Seller in Issuer, all Collections and to: (i) each and every Receivable listed on Schedule A hereto and all monies Recoveries allocable to the Issuer as provided herein, the rights to receive certain amounts paid or payable thereon or as Interchange (if and to the extent provided for in respect thereof on or after the Cutoff Date any Indenture Supplement), all rights to security for any Receivables (including without limitation rights to bank accounts or certificates of deposit pledged as collateral) and the right to any Enhancement with respect to any Series, in each case together with all monies due or to become due and all amounts due on received or before the Cutoff Date but received receivable with respect thereto, Transferred Assets acquired by Seller on or after such date); under the Receivables Purchase Agreement, rights described in clause (iia)(ii) of the security interests definition of "Existing -------------- Assets" in the related Financed Vehicles granted by Obligors pursuant Receivables Purchase Agreement, rights under the Receivables Purchase Agreement relating to assets that have been transferred or contributed under the Receivables Purchase Agreement (other than the right to acquire such Receivables assets under Sections 2.1(a) and 2.1(b) thereof) and all proceeds thereof and --------------- ------ Insurance Proceeds relating thereto. Such property, together with all monies and other property credited to the Collection Account, the Series Accounts and the Excess Funding Account (including any other interest subaccounts of any such account), the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds Issuer under this Agreement and the Trust Agreement and the right to receive proceeds Recoveries shall constitute the assets of the Issuer (the "Trust ----- Assets"). The foregoing does not constitute and is not intended to result in the ------- creation or assumption by the Issuer, the Owner Trustee, the Indenture Trustee or any Noteholder of any obligation of the Seller, the Servicer or any other Person in connection with respect to such the Accounts or the Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller or under any Service Contracts on agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants or clearance systems. On or prior to the related Financed Vehicles; Initial Closing Date, Seller shall deliver to the Owner Trustee a registered certificate representing the Collateral Certificate. On or prior to the FCMT Termination Date, Seller agrees to record and file, at its own expense, financing statements (viand continuation statements when applicable) any proceeds and the right to receive proceeds with respect to the related Receivables and other Trust Assets conveyed by Seller existing on the FCMT Termination Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of its interest in such Receivables and other Trust Assets to the Issuer, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Owner Trustee as soon as practicable after the FCMT Termination Date, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Receivables and other Trust Assets arising in Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the applicable UCC in connection with such transfer and assignment. Seller further agrees, at its own expense, on or prior to (x) the FCMT Termination Date, (y) the applicable Addition Date, in the case of Additional Accounts (other than Additional Accounts added pursuant to Section 2.6(e)), and --------------- (z) the applicable Removal Date, in the case of Removed Accounts, (a) to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts have been conveyed to the Issuer pursuant to this Agreement (or conveyed to Seller or its designee in accordance with Section 2.7, in the case of Removed ----------- Accounts) and (b) to deliver to the Owner Trustee a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the FCMT Termination Date, the applicable Addition Date in the case of Additional Accounts, and the applicable Removal Date in the case of Removed Accounts, its account number and, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Each such file or list, as supplemented, from claims on any physical damagetime to time, lossto reflect Additional Accounts and Removed Accounts, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates shall be marked as Schedule 1 ---------- to this Agreement and is hereby incorporated into and made a part of insurance premiums relating this Agreement. If the arrangements with respect to the Receivables hereunder shall constitute a loan and any proceeds from the liquidation not a purchase and sale of such Receivables; (vii) , it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to the Issuer a first priority perfected security interest in all items contained in of Seller's right, title and interest, whether owned on the FCMT Termination Date or thereafter acquired, in, to and under the Receivables Files with respect to such Receivables and any the other Trust Assets conveyed by Seller, and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceedsmoney, accounts, accounts receivable, notes, drafts, acceptancesgeneral intangibles, chattel paper, checksinstruments, documents, goods, investment property, deposit accounts, insurance proceedscertificates of deposit, condemnation awardsletters of credit, rights and advices of credit consisting of, arising from or related to payment the Trust Assets, to secure its obligations hereunder. Seller and Servicer acknowledge that all instruments (including certificates of any deposit) and every kind bank accounts the security interest in which has been transferred to the Issuer hereby and other forms which are maintained with Servicer or of obligations which Servicer has possession, shall be so maintained and receivables, instruments held by Servicer on behalf and other property which at any time constitute all or part of or are included in for the proceeds of any benefit of the foregoingIssuer, in accordance with the terms of this Agreement. Additionally, for purposes of perfecting the Issuer's security interest in bank accounts pledged to Seller, which security interest Seller has transferred to the Issuer hereunder, this Agreement constitutes and shall be deemed (i) notice to Seller and Servicer by the Issuer of the Issuer's security interest in such bank accounts, and (ii) Seller's and Servicer's acknowledgment of and consent to the Issuer's notice and the Issuer's security interest in such bank accounts.

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, The Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided PROVIDED in the Purchase Master Sale and Servicing Agreement), all right, title and interest of the Seller in and to: (iA) each and every Receivable listed on Schedule A hereto to the related Receivables Purchase Agreement Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but received by the Seller on or after such date); (iiB) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iiiC) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (ivD) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (vE) all rights of Seller under any Service Contracts on the related Financed Vehicles; (viF) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (viiG) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viiiH) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ixI) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, The Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in the Purchase Master Sale and Servicing Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto to the related Receivables Purchase Agreement Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but received by the Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments or Unaffiliated Originator Receivables Purchase Agreements related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by either (i) a Dealer Dealer, pursuant to a Dealer Agreement, or (ii) an Unaffiliated Originator, pursuant to an Unaffiliated Originator Receivables Purchase Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Unaffiliated Originator Receivables Purchase Agreement, as applicable; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. (a) No later than 2:00 p.m. on the fifth Business Day prior to each Purchase Date, the Seller shall deliver, or cause to be delivered, to the Servicer a Purchase Notice. In consideration the event that the Seller does not provide such notification, the Purchaser will have no obligation to purchase any Eligible Receivable on such Purchase Date. Upon receipt of HARC’s delivery a Purchase Notice, the Servicer, in its sole discretion, as agent for the Purchaser, shall determine which, if any, of the Eligible Receivables specified therein the Purchaser shall purchase. In the event the Servicer determines (the determination of the Servicer being conclusive in this regard) that any Receivables identified on such notice are not Eligible Receivables, such Receivables shall not be eligible for sale on such Purchase Date. On each Purchase Date, following its selection, if any of Eligible Receivables, the Servicer will determine the Purchase Price in accordance with the subsection (b) hereof. The Seller shall be obligated to or execute and deliver to the Purchaser a Purchase Assignment with respect to Purchased Receivables as of the initial Purchase Date and thereafter upon the order written request of the Purchaser. Notwithstanding the foregoing, the Purchaser shall have no obligation to purchase Receivables from the Seller to the extent the aggregate Net Value of all Purchased Receivables (other than Defaulted Receivables) is in excess of the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey Commitment. (b) The Purchase Price with respect to HARC, without recourse Purchased Receivables purchased on any Purchase Date shall be an amount (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: not less than zero) equal to (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after aggregate Net Value of such date); Purchased Receivables; minus (ii) the security interests in sum of (A) the related Financed Vehicles granted by Obligors pursuant to Program Fee as of such Receivables and any other interest of Purchase Date; (B) the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policiesamount, if any, covering Financed Vehicles by which the amount in the Seller Credit Reserve Account deposited hereunder (net of withdrawals required hereunder) is less than the Specified Credit Reserve Balance as of such Purchase Date (which amount will be the full Specified Credit Reserve Balance on the initial Purchase Date); (C) the amount, if any, by which the amount in the Offset Reserve Account deposited hereunder (net of withdrawals required hereunder) is less than the Specified Offset Reserve Balance as of such Purchase Date (which amount will be the full Specified Offset Reserve Balance on the initial Purchase Date); (D) the Net Administrative Fee due to the Servicer; and (E) the amount required to keep the Seller or Obligorsits consolidated Subsidiaries in full and complete compliance with the Medicare Provider Agreement to the extent not already withheld. Following delivery of a duly executed Purchase Assignment, subject to the satisfaction of the conditions set forth in Section 3.2, the Purchaser shall, by withdrawal from the Purchase Account, (u) pay to the Seller the Purchase Price for all Purchased Receivables purchased on such Purchase Date, (v) deposit the Program Fee in the Equity Account, (w) make a deposit in the amount set forth in (B) above, if any, in the Seller Credit Reserve Account, (x) make a deposit in the amount set forth in (C) above, if any, in the Offset Reserve Account, (y) pay to the Servicer the Net Administrative Fee, and (z) pay to HCFA or any other appropriate party the amount set forth in (E) above. In the event the Purchase Price is zero on any Purchase Date, the Purchaser shall only be required to make deposits specified in (w), (x), (y), and (z) above in an amount equal to the Net Value of such Purchased Receivables as of such Purchase Date, with priority being given in the foregoing order. In the event the Net Value of Purchased Receivables purchased on any Purchase Date is less than the Program Fee (including rebates where no Receivables are purchased on such Purchase Date), in order to satisfy the Seller's obligation to pay the Program Fee on such Purchase Date, the Servicer shall cause (i) an amount equal to the Net Value of insurance premiums Purchased Receivables purchased on such Purchase Date to be deposited in the Equity Account; and (ii) the Trustee to withdraw from the Seller Credit Reserve Account and deposit in the Equity Account, an amount equal to the Program Fee on such Purchase Date minus the Net Value of Purchased Receivables purchased on such Purchase Date to the extent funds deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account are in excess of the Specified Credit Reserve Balance. To the extent funds deposited hereunder (net of withdrawals required hereunder) in the Seller Credit Reserve Account do not exceed the Specified Credit Reserve Balance, in order to satisfy the Seller's obligation to pay the Program Fee on such Purchase Date (i) the Servicer shall cause an amount equal to the Net Value of Purchased Receivables purchased on such Purchase Date to be deposited in the Equity Account; and (ii) the Seller shall, without demand, pay to the Purchaser an amount equal to the Program Fee on such Purchase Date minus the Net Value of Purchased Receivables purchased on such Purchase Date and the Purchaser shall deposit such funds in the Equity Account. (c) Following payment of the Purchase Price on any Purchase Date, ownership of each Purchased Receivable will be vested in the Purchaser. The Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in any Purchased Receivable. The Seller shall indicate in its Records that ownership of each Purchased Receivable is held by the Purchaser. In addition, the Seller shall respond to any inquiries with respect to ownership of a Purchased Receivable by stating that it is no longer the owner of such Purchased Receivable and that ownership of such Purchased Receivable is held by the Purchaser. Documents (other than medical records, which shall be retained by the Seller) relating to the Purchased Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained shall be held in the Receivables Files with respect to such Receivables and any and all other documents that trust by the Seller and the Subservicer, for the benefit of the Purchaser as the owner thereof, and possession of any Required Information or the Master Servicer keeps on file in accordance with its customary procedures incident relating to the related Purchased Receivables so retained is for the sole purpose of facilitating the servicing of the Purchased Receivables. Such retention and possession is at the will of the Purchaser and in a custodial capacity for the benefit of the Purchaser only. To further evidence such sale, or at the related Financed Vehicles or Obligor; request of the Purchaser, the Seller shall (viiii) property xxxx conspicuously each invoice evidencing each Purchased Receivable with a legend, acceptable to the Purchaser, evidencing that the Purchaser has purchased all right and title thereto and interest therein as provided in this Agreement; (including ii) xxxx its master data processing records evidencing such Purchased Receivables with such legend; and (iii) send notification to Payors as to the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation transfer of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, 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 interest in the proceeds of any of the foregoingPurchased Receivables.

Conveyance of Receivables. In Subject to the conditions set forth in paragraph (b) below, in consideration of HARC’s the Issuer's delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the Purchase Pricenet proceeds of the issuance of the Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto the Schedules of Receivables and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the such Cutoff Date but received by HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such dateCutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against the Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Seller pursuant to liquidation of such Receivable; (ixx) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement or Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other 20 property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARC’s the Issuer's delivery to or upon the order of the Seller on the Series Closing Date or a Transfer Date of the Purchase Pricenet proceeds from the sale of a Series of Notes thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable Receivables listed on Schedule II to the Series Supplement and Schedule A hereto to the related Transfer Agreement, if any, and all monies paid or payable thereon or in respect thereof on or after the Cutoff Series Closing Date or the related Transfer Date (including amounts due on or before the Cutoff Date but received by HAFC, the Seller or the Issuer on or after such datethe Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against the Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles;: (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that the Seller or the Master Servicer HAFC keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Trust pursuant to liquidation of such Receivable; (ixx) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreement and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC under each of the Master Receivables Purchase Agreement and the Receivables Purchase Agreement Supplements, on or after the related Cutoff Date; (xi) one share of Class SV Preferred Stock of the Seller; and (xii) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the Series Closing Date or the related Transfer Date: (i) if the transfer is not on the Closing Date, the Seller shall have provided the Trustee and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Transfer Agreement or Series Supplement which shall include a schedule (which may be in electronic format), listing the Receivables to be transferred; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all collections received after the related Cutoff Date in respect of the Receivables to be transferred; (iv) as of the Series Closing Date and each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on the Series Closing Date or the related Transfer Date shall be true and correct as of the Series Closing Date or the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vi) the Seller shall, at its own expense, on or prior to the Series Closing Date or the related Transfer Date indicate in its computer files that the Receivables identified in the Schedule to the Series Supplement or to the related Transfer Agreement have been sold to the Trust pursuant to this Agreement; (vii) the Seller shall have taken any action necessary or, if required by the Trustee, advisable to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trustee in the Series Trust Estate; (viii) no selection procedures adverse to the interests of the related Series shall have been utilized in selecting the related Receivables; (ix) the addition of any such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (x) if required by any of the related Series Related Documents, the Seller shall simultaneously transfer to the Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Series Closing Date or Transfer Date; and (xi) the Seller shall have delivered to the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 3.2. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Series Trust Estate from the Seller to the Issuer and the beneficial interest in and title to the related Series Trust Estate shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 for the benefit of the Noteholders.

Conveyance of Receivables. In consideration of HARC’s 'S delivery to or upon the order of the Seller of the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by the Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s the Issuer's delivery of the Certificate to or upon the order of the Seller Transferor on the Closing Date and the net proceeds from the sale of the Purchase PriceNotes and the other amounts to be distributed from time to time to, Seller or upon the order of, the Transferor in accordance with the terms of this Agreement, the Transferor does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in the Purchase Agreement)recourse, all right, title and interest of the Seller Transferor in and to: (i) each and every Receivable the Receivables listed on in Schedule A hereto and hereto, all monies paid or payable thereon or in respect thereof received on or the Receivables after the Cutoff Date (including amounts due on or before and, with respect to any Receivables which are Precomputed Receivables, the Cutoff Date but related Payahead Amount, and all Liquidation Proceeds and Recoveries received by Seller on or after with respect to such date)Receivables; (ii) the security interests in the related Financed Vehicles granted by the related Obligors pursuant to such the Receivables and any other interest of the Seller 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) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life and credit accident and health insurance policies or disability insurance policiescertificates or the VSI Policy, if any, covering relating to the related Financed Vehicles or the related Obligors, including any rebates and premiums; (iv) property (including the right to receive future Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of insurance premiums relating the Issuer pursuant to the Receivables and any proceeds from the liquidation of such ReceivablesReceivable; (v) the Purchase Agreement and the Guarantee including, without limitation, a direct right to cause Triad Corp 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 Purchase Agreement or the failure of Triad Corp to timely comply with its obligations pursuant to Section 5.5 of the Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or Financed Vehicle or his or her obligations with respect to such Financed Vehicle and any recourse to Dealers for any of the foregoing; (vii) all items contained in the Receivables Legal Files with respect and the Receivable Files related to such Receivables each Receivable and any and all other documents that the Seller or the Master Servicer Triad Corp keeps on file in accordance with its customary procedures relating to the related Receivables, the related Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all amounts and property (including from time to time held in or credited to the right Lock-Box Account, to receive future Net Liquidation Proceeds) that secures each related Receivable the extent such amounts and that has been acquired by or on behalf of HARC pursuant property relate to liquidation of such Receivablethe Receivables; (ix) all present and future claimsany proceeds from recourse against Dealers (other than any Chargeback Obligations), demandsincluding, causes and chooses in action in without limitation, any Dealer Title Guaranties with respect to the Receivables, with respect to the sale of the Receivables; and (x) the proceeds of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARC’s the Issuer's delivery to or upon the order of the Seller on a Transfer Date of the Purchase Pricenet proceeds from the sale of a Series of Notes and any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable Receivables listed on Schedule A hereto to the related Transfer Agreement and all monies paid or payable thereon or in respect thereof on or after the Cutoff related Transfer Date (including amounts due on or before the Cutoff Date but received by HAFC, the Seller or the Issuer on or after such datethe Cutoff Date); ; (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; ; (iii) all rights of the Seller against the Dealers pursuant to Dealer Agreements, ; or Dealer Assignments related Unaffiliated Originator Receivables Purchase Agreements (as may be limited with respect to such Receivables; a Series in the applicable Series Related Documents); (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by either (i) a Dealer Dealer, pursuant to a Dealer Agreement; , or (ii) an Unaffiliated Originator, pursuant to an Unaffiliated Originator Receivables Purchase Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Unaffiliated Originator Receivables Purchase Agreement, as applicable; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; : (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; ; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that the Seller or the Master Servicer HAFC keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or Obligor; Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Trust pursuant to liquidation of such Receivable; ; (ixx) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Purchase Agreements and Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC under each of the Purchase Agreements and Purchase Agreement Supplements, on or after the related Cutoff Date; and (xi) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) the Seller shall have provided the Trustee and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Trustee a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all collections received after the related Cutoff Date in respect of the Receivables to be transferred; (iv) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, c such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vi) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (vii) the Seller shall have taken any action necessary or, if required by the Trustee, advisable to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trustee in the Series Trust Estate; (viii) no selection procedures adverse to the interests of the related Series shall have been utilized in selecting the related Receivables; (ix) the addition of any such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (x) if required by any of the related Series Related Documents, the Seller shall simultaneously transfer to the Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xi) the Seller shall have delivered to the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 3.2. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Series Trust Estate from the Seller to the Issuer and the beneficial interest in and title to the related Series Trust Estate shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 for the benefit of the Noteholders.

Conveyance of Receivables. In consideration of HARC’s 's delivery to or upon the order of the Seller of the Purchase Price, the Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but received by the Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In consideration of HARC’s 's delivery to or upon the order of the Seller of the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but received by Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments or Unaffiliated Originator Receivables Purchase Agreements related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by either (i) a Dealer Dealer, pursuant to a Dealer Agreement or (ii) an Unaffiliated Originator, pursuant to an Unaffiliated Originator Receivables Purchase Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement or Unaffiliated Originator Receivables Purchase Agreement, as applicable; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. In Conveyance of Receivables(a) (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARC’s the Issuer's delivery to or upon the order of the Seller on a Transfer Date of the Purchase Pricenet proceeds from the sale of a Series of Notes and any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable Receivables listed on Schedule A hereto to the related Transfer Agreement and all monies paid or payable thereon or in respect thereof on or after the Cutoff related Transfer Date (including amounts due on or before the Cutoff Date but received by HAFC, the Seller or the Issuer on or after such datethe Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against the Dealers pursuant to Dealer Agreements, ; or Dealer Assignments related Unaffiliated Originator Receivables Purchase Agreements (as may be limited with respect to such Receivablesa Series in the applicable Series Related Documents); (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by either (i) a Dealer Dealer, pursuant to a Dealer Agreement, or (ii) an Unaffiliated Originator, pursuant to an Unaffiliated Originator Receivables Purchase Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Unaffiliated Originator Receivables Purchase Agreement, as applicable; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles;: (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that the Seller or the Master Servicer HAFC keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Trust pursuant to liquidation of such Receivable; (ixx) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Purchase Agreements and Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC under each of the Purchase Agreements and Purchase Agreement Supplements, on or after the related Cutoff Date; and (xi) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) the Seller shall have provided the Trustee, the Trust Collateral Agent, if any, and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee, the Trustee and the Trust Collateral Agent, if any, a duly executed Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all collections received after the related Cutoff Date in respect of the Receivables to be transferred; (iv) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vi) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (vii) the Seller shall have taken any action necessary or, if required by the Trustee, advisable to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Trust Collateral Agent in the Series Trust Estate; (viii) no selection procedures adverse to the interests of the related Series shall have been utilized in selecting the related Receivables; (ix) the addition of any such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (x) if required by any of the related Series Related Documents, the Seller shall simultaneously transfer to the Trustee or to the Trust Collateral Agent, if any, any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xi) the Seller shall have delivered to the related Series Secured Parties and the Trust Collateral Agent an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 4.7. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Series Trust Estate from the Seller to the Issuer and the beneficial interest in and title to the related Series Trust Estate shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 for the benefit of the Noteholders and the related Series Secured Parties.

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARCthe Issuer’s delivery to or upon the order of the Seller on a Transfer Date (which may include the Closing Date) of the Purchase Pricenet proceeds of the issuance of Notes or from any Additional Principal Amount thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto the Schedules of Receivables and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the such Cutoff Date but received by HFC, the Master Servicer, HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement or the Seller on or after such dateCutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of HAFC or any Affiliate of HAFC that is the Seller seller under a Master Receivables Purchase Agreement against the Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement, the Seller or the Master Servicer Servicer, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Seller pursuant to liquidation of such Receivable; (ixx) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC or any Affiliate of HAFC that is a seller under a Master Receivables Purchase Agreement or Household Finance Corporation, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, after the related Cutoff Date; (xi) on the Closing Date, one share of Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (xii) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the related Transfer Date: (i) if the Transfer Date is not also the Closing Date, the Seller shall have provided the Indenture Trustee, the Owner Trustee and the Insurer with an Addition Notice not later than five days prior to such Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee a duly executed Transfer Agreement and to the Insurer a copy of such Transfer Agreement which shall include supplements to Schedule A (which may be in electronic format), listing the Receivables to be transferred to the Issuer; (iii) the Master Servicer, on behalf of the Issuer, shall have delivered to the Indenture Trustee and the Insurer a supplemental schedule to the Series Supplement (which may be in electronic format), listing the Receivables to be pledged to the Indenture Trustee under the Indenture; (iv) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections received after the related Cutoff Date in respect of the Receivables to be transferred; (v) as of each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (vi) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vii) the Seller shall, at its own expense, on or prior to the Transfer Date indicate in its computer files that the Receivables identified in the Transfer Agreement have been sold to the Trust pursuant to this Agreement; (viii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee or the Insurer (for so long as it is the Controlling Party), advisable to obtain and maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate; (ix) the Issuer shall have taken any action necessary or, if required by the Indenture Trustee or the Insurer (for so long as it is the Controlling Party), advisable to obtain and maintain the first priority perfected security interest of the Indenture Trustee, for the benefit of the Noteholders and the Insurer, in the Series Trust Estate; (x) no selection procedures adverse to the interests of the Noteholders or any Support Provider shall have been utilized in selecting the related Receivables; (xi) the addition of any such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (xii) if required by any of the Related Documents, the Issuer shall simultaneously transfer to the Indenture Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Transfer Date; and (xiii) the Seller shall have delivered to the Indenture Trustee and the Insurer an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 5.4. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Receivables and the related Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement shall constitute a Grant by the Seller of a security interest in the property referred to in this Section 2.1 to the Issuer. The Seller hereby authorizes the Issuer to file such financing statements as it deems necessary in connection with the security interest granted pursuant to the preceding sentence. (c) Notwithstanding the provisions of this Section 2.1 and any other provisions of any Transaction Document that purport to allow multiple conveyances of Receivable from the Seller to the Issuer, the parties hereto agree that, other than the conveyance of the Receivables on the Closing Date, the Seller shall not convey any Receivables to the Trust pursuant to this Agreement or any Transfer Agreement without the prior written consent of the Insurer.

Conveyance of Receivables. (a) No later than 2:00 p.m. on the fifth Business Day prior to each Purchase Date, the Seller shall deliver, or cause to be delivered, to the Servicer a Purchase Notice. In consideration the event that the Seller does not provide such notification, the Purchaser will have no obligation to purchase any Eligible Receivable on such Purchase Date. Upon receipt of HARC’s delivery a Purchase Notice, the Servicer, as agent for the Purchaser, shall reasonably determine which of the Receivables specified therein are Eligible Receivables. In the event the Servicer determines that any Receivables identified on such notice are not Eligible Receivables, such Receivables shall not be eligible for sale on such Purchase Date. On each Purchase Date, following its selection of Eligible Receivables, the Servicer will determine the Purchase Price in accordance with subsection (b) hereof. The Seller shall be obligated to or execute and deliver to the Purchaser a Purchase Assignment with respect to Purchased Receivables as of the initial Purchase Date and thereafter upon the order written request of the Purchaser. Notwithstanding the foregoing, the Purchaser shall have no obligation to purchase Receivables from the Seller to the extent the aggregate Net Value of all Purchased Receivables (including Defaulted Receivables to the extent recoveries have not been made with respect to such Defaulted Receivables) is in excess of the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey Commitment. (b) The Purchase Price with respect to HARC, without recourse Purchased Receivables purchased on any Purchase Date shall be an amount (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: not less than zero) equal to (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after aggregate Net Value of such date); Purchased Receivables; minus (ii) the security interests in sum of (A) the related Financed Vehicles granted by Obligors pursuant to Program Fee as of such Receivables and any other interest of Purchase Date; (B) the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policiesamount, if any, covering Financed Vehicles or Obligorsby which the amount in the Seller Credit Reserve Account deposited hereunder (net of withdrawals required hereunder) is less than the Specified Credit Reserve Balance as of such Purchase Date (which amount will be the full Specified Credit Reserve Balance on the initial Purchase Date); and (C) the amount, including rebates if any, by which the amount in the Offset Reserve Account deposited hereunder (net of insurance premiums relating withdrawals required hereunder) is less than the Specified Offset Reserve Balance as of such Purchase Date (which amount will be the full Specified Offset Reserve Balance on the initial Purchase Date) and (D) the Net Administrative Fee due to the Receivables and any proceeds Servicer. Following delivery of a duly executed Purchase Assignment, subject to the satisfaction of the conditions set forth in Section 3.2, the Purchaser shall, by withdrawal from the liquidation Purchase Account, (w) pay to the Seller the Purchase Price for all Purchased Receivables purchased on such Purchase Date, (x) deposit the Program Fee in the Equity Account, (y) make a deposit in the amount set forth in (B) above, if any, in the Seller Credit Reserve Account, and (z) make a deposit in the amount set forth in (C) above, if any, in the Offset Reserve Account, and pay to the Servicer the Net Administrative Fee. Payment of such Receivables; (vii) all items contained in Purchase Price shall be made by the Receivables Files with respect to such Receivables and any and all other documents that Servicer, as agent for the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related ReceivablesPurchaser, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.causing the

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARC’s the Issuer's delivery to or upon the order of the Seller on the Series Closing Date or a Transfer Date of the Purchase Pricenet proceeds from the sale of a Series of Notes thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable Receivables listed on Schedule II-A, Schedule II-B and Schedule II-C to the Series Supplement and Schedule A hereto to the related Transfer Agreement, if any, and all monies paid or payable thereon or in respect thereof on or after the Cutoff Series Closing Date or the related Transfer Date (including amounts due on or before the Cutoff Date but received by HAFC, the Seller or the Issuer on or after such datethe Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against the Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles;: (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that the Seller HAFC or the Master Servicer Household Bank, as applicable, keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Trust pursuant to liquidation of such Receivable; (ixx) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC or Household Bank, as applicable, under each of the Master Receivables Purchase Agreements and the related Receivables Purchase Agreement Supplements, on or after the related Cutoff Date; (xi) one share of Class SV Preferred Stock of the Seller; and (xii) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the Series Closing Date or the related Transfer Date: (i) if the transfer is not on the Series Closing Date, the Seller shall have provided the Indenture Trustee and the Owner Trustee with an Addition Notice not later than five days prior to such 20 Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Transfer Agreement or Series Supplement which shall include a schedule (which may be in electronic format), listing the Receivables to be transferred; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all collections received after the related Cutoff Date in respect of the Receivables to be transferred; (iv) as of the Series Closing Date and each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on the Series Closing Date or the related Transfer Date shall be true and correct as of the Series Closing Date or the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vi) the Seller shall, at its own expense, on or prior to the Series Closing Date or the related Transfer Date indicate in its computer files that the Receivables identified in the Schedule to the Series Supplement or to the related Transfer Agreement have been sold to the Trust pursuant to this Agreement; (vii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Indenture Trustee in the Series Trust Estate; (viii) no selection procedures adverse to the interests of the related Series shall have been utilized in selecting the related Receivables; (ix) the addition of any such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (x) if required by any of the related Series Related Documents, the Seller shall simultaneously transfer to the Indenture Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Series Closing Date or Transfer Date; and (xi) the Seller shall have delivered to the Indenture Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Series Trust Estate from the Seller to the Issuer and the beneficial interest in and title to the related Series Trust Estate shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 for the benefit of the Noteholders.

Conveyance of Receivables. In (a) Subject to the conditions set forth in paragraph (b) below, in consideration of HARC’s the Issuer's delivery to or upon the order of the Seller on the Series Closing Date or a Transfer Date of the Purchase Pricenet proceeds from the sale of a Series of Notes thereunder and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement and the related Series Supplement, the Seller does hereby shall, from time to time, sell, transfer, assign, set over and otherwise convey to HARCthe Issuer, without recourse (except as expressly provided in subject to the Purchase Agreementobligations set forth herein), all right, title and interest of the Seller in and to: (i) each and every Receivable Receivables listed on Schedule II to the Series Supplement and Schedule A hereto to the related Transfer Agreement, if any, and all monies paid or payable thereon or in respect thereof on or after the Cutoff Series Closing Date or the related Transfer Date (including amounts due on or before the Cutoff Date but received by HAFC, the Seller or the Issuer on or after such datethe Cutoff Date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such the related Receivables and any other interest of the Seller in such Financed Vehicles; ; (iii) all rights of the Seller against the Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; ; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; ; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; : (vi) any proceeds and the right to receive proceeds with respect to the related such Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; ; (vii) all items contained in the related Receivables Files with respect to such Receivables the Receivables; and any and all other documents that the Seller or the Master Servicer HAFC keeps on file in accordance with its customary procedures relating to the related Receivables, the Obligors or the related Financed Vehicles or Obligor; Vehicles; (viii) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (ix) property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Trust pursuant to liquidation of such Receivable; ; (ixx) all of the Seller's right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, including the delivery requirements, representations and warranties and the cure and repurchase obligations of HAFC under each of the Master Receivables Purchase Agreements and the Receivables Purchase Agreement Supplements, on or after the related Cutoff Date; (xi) one share of Class SV Preferred Stock of the Seller; and (xii) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to the Series Closing Date or the related Transfer Date: (i) if the transfer is not on the Closing Date, the Seller shall have provided the Indenture Trustee and the Owner Trustee with an Addition Notice not later than five days prior to such Transfer Date (which Addition Notice will designate the Series Trust Estate which the Receivables will be a part of, if any) and shall have provided any information reasonably requested by any of the foregoing with respect to the related Receivables; (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Transfer Agreement or Series Supplement which shall include a schedule (which may be in electronic format), listing the Receivables to be transferred; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Master Collection Account all collections received after the related Cutoff Date in respect of the Receivables to be transferred; (iv) as of the Series Closing Date and each Transfer Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) each of the representations and warranties made by the Seller pursuant to Section 3.1 with respect to the Receivables to be transferred on the Series Closing Date or the related Transfer Date shall be true and correct as of the Series Closing Date or the related Transfer Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date; (vi) the Seller shall, at its own expense, on or prior to the Series Closing Date or the related Transfer Date indicate in its computer files that the Receivables identified in the Schedule to the Series Supplement or to the related Transfer Agreement have been sold to the Trust pursuant to this Agreement; (vii) the Seller shall have taken any action necessary or, if required by the Indenture Trustee, advisable to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first perfected security interest of the Indenture Trustee in the Series Trust Estate; (viii) no selection procedures adverse to the interests of the related Series shall have been utilized in selecting the related Receivables; (ix) the addition of any such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; (x) if required by any of the related Series Related Documents, the Seller shall simultaneously transfer to the Indenture Trustee any amounts required to be deposited in the related Trust Accounts with respect to the Receivables transferred on such Series Closing Date or Transfer Date; and (xi) the Seller shall have delivered to the Indenture Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b). The Seller covenants that in the event any of the foregoing conditions precedent are not satisfied with respect to any Receivable on the date required as specified above, the Seller will immediately repurchase such Receivable from the Trust, at a price equal to the Repurchase Amount thereof, in the manner specified in Section 3.2. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement and each related Transfer Agreement shall constitute a sale of the related Series Trust Estate from the Seller to the Issuer and the beneficial interest in and title to the related Series Trust Estate shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby and thereby is held not to be a sale, this Agreement and the related Transfer Agreement shall constitute a grant of a security interest in the property referred to in this Section 2.1 for the benefit of the Noteholders.

Conveyance of Receivables. (a) In consideration of HARC’s the Purchaser's delivery to or upon the order of the Seller on any Funding Date of the Purchase PricePrice therefor, the Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Purchaser, without recourse (except as expressly provided in subject to the Purchase Agreement), obligations set forth herein) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (i) each and every Receivable the Receivables listed on in Schedule A hereto to each Assignment executed and all monies paid or payable thereon or in respect thereof on or after delivered by the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date)Funding Date; (ii) all monies received under the Receivables on and after the related Cutoff Date and all Net Liquidation Proceeds received with respect to the Receivables on and after the related Cutoff Date; (iii) the security interests in the related Financed Vehicles and any accessions thereto granted by Obligors pursuant to such Receivables the related Contracts and any other interest of the Seller in such Financed Vehicles; (iii) all rights , including, without limitation, the certificates of the Seller against Dealers pursuant to Dealer Agreementstitle or, or Dealer Assignments related with respect to such ReceivablesReceivables that finance a vehicle in the States listed in ANNEX B, other evidence of title issued by the applicable Department of Motor Vehicles or similar authority in such States, with respect to such Financed Vehicles; (iv) any proceeds and from claims on any Receivables Insurance Policies or certificates relating to the right to receive proceeds with respect to such Financed Vehicles securing the Receivables repurchased by a Dealer pursuant to a Dealer Agreementor the Obligors thereunder; (v) all proceeds from recourse against Dealers with respect to the Receivables and all other rights (but none of the obligations) of the Seller under any Service Contracts on the related Financed Vehiclesagreements with Dealers; (vi) any proceeds and refunds for the right to receive proceeds costs of extended service contracts with respect to Financed Vehicles securing the related Receivables from claims on any physical damageReceivables, loss, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or disability insurance policies, if any, certificates covering an Obligor or Financed Vehicles Vehicle under a Receivable or Obligors, including rebates of insurance premiums relating his or her obligations with respect to the Receivables a Financed Vehicle and any proceeds from recourse to Dealers for any of the liquidation of such Receivablesforegoing; (vii) all items contained in the Receivables Files with respect Receivable File related to such Receivables and any each Receivable and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or Receivables for Obligors of the related Financed Vehicles or ObligorVehicles; (viii) all amounts and property from time to time held in or credited to the Collection Account or the Lockbox Account; (ix) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC the Seller or the Purchaser pursuant to a liquidation of such Receivable; (ixx) the proceeds from any Servicer's errors and omissions policy or fidelity bond, to the extent such proceeds relate to any Receivable, Financed Vehicle or other Collateral; and (xi) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The Seller shall transfer to the Purchaser the Receivables and the Other Conveyed Property described in PARAGRAPH (A) above only upon the satisfaction of each of the conditions set forth below on or prior to the related Funding Date. In addition to constituting conditions precedent to any purchase hereunder and under each Assignment, the following shall also be conditions precedent to any Advance on any Funding Date under the terms of the Note Purchase Agreement: (i) the Seller shall have provided the Purchaser, Trustee, the Note Purchaser and the Noteholders with (A) an Addition Notice substantially in the form of EXHIBIT G hereto (which shall include a supplement to the Schedule of Receivables) and (B) a data tape or other electronic file containing information regarding the Related Receivables in the form of EXHIBIT H hereto to be transferred on such Funding Date (the "DATA TAPE FIELDS") no later than 2:00 p.m. (New York City time) four (4) Business Days prior to such Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Issuer, the Servicer and the Related Receivables; (ii) the Seller shall, to the extent required by SECTION 4.2 of this Agreement, have deposited in the Collection Account all collections received on and after the Cutoff Date in respect of the Related Receivables to be purchased on such Funding Date; (iii) as of each Funding Date, (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Related Receivables on such Funding Date, (B) the Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) the Facility Termination Date shall not have occurred; (v) the Servicer shall have established a Lockbox Account acceptable to the Note Purchaser; (vi) each of the representations and warranties made by the Seller pursuant to SECTION 3.1 and the other Basic Documents with respect to the Related Receivables to be purchased on such Funding Date shall be true and correct as of the related Funding Date and the Seller shall have performed all obligations to be performed by it hereunder or in any Assignment on or prior to such Funding Date; (vii) the Seller shall, at its own expense, on or prior to the Funding Date, indicate in its computer files that the Related Receivables to be purchased on such Funding Date have been sold to the Purchaser pursuant to this Agreement or an Assignment, as applicable, and have been pledged by the Purchaser to the Trustee under the Indenture; (viii) the Seller shall have taken all action required to maintain (i) the first priority perfected ownership interest of the Purchaser in the Related Receivables and Other Conveyed Property and (ii) the first priority perfected security interest of the Trustee in the Collateral; (ix) no selection procedures adverse to the interests of the Note Purchaser or any Noteholder shall have been utilized in selecting the Related Receivables to be sold on such Funding Date; (x) the addition of any such Related Receivables to be purchased on such Funding Date shall not result in a material adverse tax consequence to any Noteholder, the Note Purchaser or the Purchaser; (xi) the Seller shall have delivered to each Noteholder, the Note Purchaser and the Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xii) no Funding Termination Event, Servicer Termination Event, or any event that, with the giving of notice or the passage of time, would constitute a Funding Termination Event or Servicer Termination Event, shall have occurred and be continuing; (xiii) the Trustee shall have confirmed receipt of the related Receivable File for each Related Receivable included in the Borrowing Base calculation and shall have delivered a copy to the Noteholders and the Note Purchaser of a Trust Receipt with respect to the Receivable Files related to the Related Receivables to be purchased on such Funding Date; (xiv) the Seller shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (xiv) that such perfection may be achieved by making the appropriate filings), and taken any other steps necessary to maintain, (1) the first, priority, perfected ownership interest of Purchaser and (2) the first priority, perfected security interest of the Trustee, with respect to the Related Receivables and Other Conveyed Property and the Collateral, respectively, to be transferred on such Funding Date; (xv) the Seller shall have executed and delivered an Assignment in the form of EXHIBIT F with respect to such Related Receivables and the Other Conveyed Property related thereto; (xvi) each of the conditions precedent to such Advance set forth in this Agreement, the Indenture and the Note Purchase Agreement shall have been satisfied; and (xvii) the Funding Date shall not occur in the same calendar week as any prior Funding Date;

Conveyance of Receivables. In consideration of HARC’s 's delivery to or upon the order of the Seller of the Purchase Price, the Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto to the related Receivables Purchase Agreement Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due on or before the related Cutoff Date but received by the Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments or Unaffiliated Originator Receivables Purchase Agreements related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by either (i) a Dealer Dealer, pursuant to a Dealer Agreement, or (ii) an Unaffiliated Originator, pursuant to an Unaffiliated Originator Receivables Purchase Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Unaffiliated Originator Receivables Purchase Agreement, as applicable; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Receivables. (a) In consideration of HARCPurchaser’s delivery to or upon at the order direction of the Seller on any Purchase Date of the Purchase PricePrice therefor, Seller does hereby agrees to sell, transfer, assign, set over and otherwise convey to HARCPurchaser, without recourse (except as expressly otherwise provided herein or in the Purchase Agreement), other Loan Documents) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (i) each and every Receivable the Receivables listed on in Schedule A hereto to each Assignment executed and delivered by Seller on such Purchase Date and all monies paid or payable thereon received under or in respect thereof of such Related Receivables and Financed Vehicles, in each case, on or and after the related Cutoff Date (Date, including amounts due on or before all Net Liquidation Proceeds and Recoveries in respect thereof, and the Cutoff Date but received by Seller on or after right to service such date)Receivables; (ii) the security interests in the related Financed Vehicles granted by the related Obligors pursuant to such the Related Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life and credit accident and health insurance policies or disability insurance policiescertificates or any vendor’s single interest (VSI) policy, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligorthe related Obligors, including any rebates or premiums; (viiiiv) property (including the right to receive future Net Liquidation Proceeds) that secures each related a Related Receivable and that has been acquired by or on behalf of HARC pursuant to the liquidation of such Related Receivable; (ixv) refunds for the costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or Financed Vehicle or his or her obligations with respect to such Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Related Receivable and any and all other documents that Seller (or its designee) keeps on file in accordance with its customary procedures relating to the Related Receivables, the related Obligors or the related Financed Vehicles; (vii) any proceeds from recourse against Dealers including with respect to the sale of the Related Receivables; (viii) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing foregoing; (ix) any proceeds from claims on “errors and omissions” insurance policies and employee fidelity insurance policies related to the Related Receivables or the Obligors thereunder; (x) a copy of the data file with respect to the Related Receivables; and (xi) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all and non-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 consisting of, arising from or relating to all or any part of or are included in the proceeds of any of the foregoing. (b) Seller shall transfer to Purchaser the Receivables and the Other Conveyed Property described in paragraph (a) above only upon the satisfaction of each of the conditions set forth below on or prior to the related Purchase Date. (i) by no later than 12:00 noon (New York City time) on the third (3rd) Business Day prior to such Purchase Date, Seller shall have provided Purchaser, Servicer, the Backup Servicer, and each Agent with (A) an Addition Notice substantially in the form of Exhibit B hereto (which shall include a supplement to the Schedule of Receivables) and (B) a data tape or other electronic file containing information regarding the Related Receivables that the Administrative Agent may request, in each case with respect to the Conveyed Property, to be transferred on such Purchase Date, and shall have provided any information reasonably requested by any of the foregoing with respect to Purchaser, Servicer or the Related Receivables; (ii) Seller shall have deposited in the Collection Account all collections received (if any) on and after the Cutoff Date in respect of the Related Receivables to be purchased on such Purchase Date; (iii) as of each Purchase Date, (A) Seller shall be Solvent and shall not become insolvent as a result of the transfer of Related Receivables on such Purchase Date, (B) Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) the Scheduled Commitment Termination Date shall not have occurred; (v) each of the representations and warranties made by Seller pursuant to Section 3.1 with respect to the Related Receivables to be purchased on such Purchase Date shall be true and correct as of the related Purchase Date and Seller shall have performed all obligations to be performed by it hereunder or in any Assignment on or prior to such Purchase Date; (vi) Seller shall have taken all action required to convey its ownership interest in the Related Receivables and Other Conveyed Property to the Purchaser; (vii) subject in all respects to the Exclusivity Side Letter and the obligations contained therein, no selection procedures adverse to the interests of Purchaser or the Lenders, in the reasonable determination of the Administrative Agent, shall have been utilized in selecting the Related Receivables to be sold on such Purchase Date; (viii) no For Cause Termination Event shall have occurred and be continuing; (ix) Seller shall have delivered the related Receivable Files to the Custodian no later than three (3) Business Days prior to the requested Purchase Date (except with respect to the initial purchase on the Closing Date); and (x) Seller shall have executed and delivered to each Agent an Assignment in the form of Exhibit A with respect to the Related Receivables and the Other Conveyed Property related thereto to be purchased on such Purchase Date, which shall include a certificate of an Authorized Officer of the Seller confirming the satisfaction of each condition precedent specified in this Section 2.1(b).

Conveyance of Receivables. In consideration of HARC’s Issuer's delivery to to, or upon the order of, Seller of Notes and Certificates, in aggregate principal amounts equal to the 6 initial principal amounts of the Seller of Notes and the Purchase Priceinitial Certificate Percentage Interests, respectively, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCIssuer, without recourse recourse, subject to the obligations herein (except as expressly provided in collectively, the Purchase Agreement), "Trust Property"): (a) all right, title and interest of the Seller in and to: (i) each and every Receivable listed on Schedule A hereto to the Receivables, and all monies paid or payable moneys received thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by Seller on or after such date)Date; (iib) all right, title and interest of Seller in the security interests in the related Financed Vehicles granted by Obligors pursuant to such the Receivables and any other interest of the Seller in such the Financed Vehicles; (iii) all rights of Vehicles and any other property that shall secure the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (ivc) the interest of Seller in any proceeds and the right to receive proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming any Seller Affiliate as an insured; (d) rebates of premiums relating to Insurance Policies and rebates of other items such Receivables 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 related Receivable; (e) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement; (v) all rights , as a result of Seller under any Service Contracts on a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicles; Vehicle under the applicable Motor Vehicle Loan or (viiii) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life Dealer Recourse or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums other rights relating to the Receivables and any proceeds from the liquidation of such Receivablesunder Dealer Agreements; (viif) all items contained right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and the Trust Accounts, and in all investments and proceeds thereof (but excluding all investment income thereon); (g) all right, title and interest of Seller under the Purchase Agreement, including the right of Seller to cause a Seller Affiliate to repurchase Receivables Files with respect from Seller pursuant to such Receivables the Purchase Agreement; (h) all right, title and interest of Seller under the Demand Note; (i) all right, title and interest of Seller in any and all other documents that the Seller instrument or the Master Servicer keeps on file in accordance with its customary procedures document relating to the related Receivables, or the related Financed Vehicles or Obligor;; and (viiij) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect proceeds 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. The sale, including all proceeds of the conversiontransfer, voluntary or involuntaryassignment, 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 setting over and conveyance made hereunder shall not constitute and is not intended to payment result in an assumption by Issuer 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 obligation of any of Seller Affiliates to the foregoingObligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Conveyance of Receivables. (a) In consideration of HARCthe Purchaser’s delivery to or upon the order of the Seller on any Funding Date of the Purchase PricePrice therefor, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Purchaser, without recourse (except as expressly provided in subject to the Purchase Agreement), obligations set forth herein) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (i) each and every Receivable the Receivables listed on in Schedule A hereto to each Transfer Instrument executed and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received delivered by Seller on or after such date)Funding Date; (ii) all monies received under the Receivables on and after the related Cutoff Date and all Net Liquidation Proceeds received with respect to the Receivables on and after the related Cutoff Date; (iii) the security interests in the related Financed Vehicles and any accessions thereto granted by Obligors pursuant to such Receivables the related Contracts and any other interest of the Seller in such Financed Vehicles; (iii) all rights of , including, without limitation, the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such ReceivablesAuto Title; (iv) any proceeds and from claims on any Receivables Insurance Policies or certificates relating to the right to receive proceeds with respect to such Financed Vehicles securing the Receivables repurchased by a Dealer pursuant to a Dealer Agreementor the Obligors thereunder; (v) all rights of Seller under any Service Contracts on the Custodial Documents related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any each Receivable and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or Receivables for Obligors of the related Financed Vehicles or ObligorVehicles; (viiivi) all amounts and property from time to time held in or credited to the Lockbox, the Collection Account or the Blocked Account; (vii) all property (including the right to receive future Net Liquidation Proceeds) that secures each related a Receivable and that has been acquired by or on behalf of HARC Seller or the Purchaser pursuant to a liquidation of such Receivable; (viii) the proceeds from any Servicer’s errors and omissions policy or fidelity bond, to the extent such proceeds relate to any Receivable, Financed Vehicle or other Collateral; and (ix) all present and future claims, demands, causes and chooses choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) Seller shall transfer to the Purchaser the Receivables and the Other Conveyed Property described in paragraph (a) above only upon the satisfaction of each of the conditions set forth below on or prior to the related Funding Date. (i) Seller shall have provided the Purchaser, Lender and the Collateral Agent with (A) an Addition Notice substantially in the form of Exhibit B hereto (which shall include a supplement to the Schedule of Receivables) and (B) a data tape or other electronic file containing information regarding the Related Receivables that Lender may request hereto to be transferred on such Funding Date (the “Data Tape Fields”) no later than 11:00 a.m. (New York City time) three Business Days prior to such Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to the Purchaser, Servicer and the Related Receivables; (ii) Seller shall, to the extent required by Section 4.2 of this Agreement, have deposited in the Blocked Account all collections received on and after the Cutoff Date in respect of the Related Receivables to be purchased on such Funding Date; (iii) as of each Funding Date, (A) Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Related Receivables on such Funding Date, (B) Seller shall not intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) the Facility Termination Date shall not have occurred; (v) each of the representations and warranties made by Seller pursuant to Section 3.1 and the other Loan Documents with respect to the Related Receivables to be purchased on such Funding Date shall be true and correct as of the related Funding Date and Seller shall have performed all obligations to be performed by it hereunder or in any Transfer Instrument on or prior to such Funding Date; (vi) Seller shall, at its own expense, on or prior to the Funding Date, indicate in its computer files that the Related Receivables to be purchased on such Funding Date have been sold to the Purchaser pursuant to this Agreement or a Transfer Instrument, as applicable, and have been pledged by the Purchaser to the Collateral Agent for the benefit of the Lender under the Loan Agreement; (vii) Seller shall have taken all action required to maintain (i) the first priority perfected ownership interest of the Purchaser in the Related Receivables and Other Conveyed Property and (ii) the first priority perfected security interest of the Collateral Agent for the benefit of the Lender in the Collateral; (viii) no selection procedures adverse to the interests of Lender shall have been utilized in selecting the Related Receivables to be sold on such Funding Date; (ix) the addition of any such Related Receivables to be purchased on such Funding Date shall not result in a material adverse tax consequence to any Secured Party; (x) Seller shall have delivered to the Collateral Agent and Lender an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xi) no Servicer Termination Event, or any event that, with the giving of notice or the passage of time, would constitute a Servicer Termination Event, shall have occurred and be continuing; (xii) Seller shall have delivered the related Custodial Documents to the Custodian, and the Custodian shall have confirmed receipt of the related Custodial Documents for each Related Receivable and shall have delivered a copy to Lender and the Collateral Agent of a Custodial Certification with respect to the Custodial Documents related to the Related Receivables to be purchased on such Funding Date; (xiii) Seller shall have filed or caused to be filed all necessary UCC-l financing statements (or amendments thereto) necessary to maintain (in each case assuming for purposes of this clause (xiii) that such perfection may be achieved by making the appropriate filings), and taken any other steps necessary to maintain, (1) the first, priority, perfected ownership interest of Purchaser and (2) the first priority, perfected security interest of the Collateral Agent for the benefit of the Lender, with respect to the Related Receivables, the Other Conveyed Property and any other Collateral to be transferred on such Funding Date; (xiv) Seller shall have executed and delivered an Transfer Instrument in the form of Exhibit A with respect to such Related Receivables and the Other Conveyed Property related thereto; and (xv) the Funding Date shall not occur in the same calendar week as any prior Funding Date.

Conveyance of Receivables. ii) In consideration of HARC’s the Trustee's delivery of Certificates in an aggregate principal amount equal to the sum of the Original Pool Balance and the Pre-Funded Amount to or upon the written order of the Seller of Depositor, the Purchase Price, Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to HARCthe Trustee, in trust for the benefit of the Certificateholders, without recourse (except as expressly provided in the Purchase Agreement)recourse, all right, title and interest of the Seller Depositor in and to: (i) each and every Receivable the Initial Receivables listed on in Schedule A hereto and (A) with respect to any such Initial Receivables that are Precomputed Receivables, all monies paid received thereon on and after the Initial Cutoff Date (including Scheduled Payments due or payable to become due thereon or in respect thereof on and after the Initial Cutoff Date and Scheduled Payments due prior to the Initial Cutoff Date but received on or after the Initial Cutoff Date (including amounts Date), principal prepayments relating to such Scheduled Payments due on or before after the Initial Cutoff Date but received by Seller the Depositor or LBAC before the Initial Cutoff Date, and any Payaheads received with respect to payments due on the Initial Receivables on or after the Initial Cutoff Date (which Payaheads shall be held in the Payahead Account until the Collection Period in which such datepayments are actually due with respect to the related Receivable, at which time such Payaheads shall be applied as a component of the Total Distribution Amount), (B) with respect to any such Initial Receivables that are Simple Interest Receivables, all monies received thereunder on and after the Initial Cutoff Date (including Scheduled Payments due before the Initial Cutoff Date but received by the Depositor or LBAC on or after the Initial Cutoff Date) and (C) all Liquidation Proceeds and Recoveries received with respect to such Initial Receivables; (ii) the security interests in the related Financed Vehicles granted by the related Obligors pursuant to such the Initial Receivables and any other interest of the Seller Depositor in such Financed Vehicles, including, without limitation, the certificates of title and any other evidence of ownership with respect to such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life and credit accident and health insurance policies or disability insurance policiescertificates or the VSI Policy, if any, covering relating to the related Financed Vehicles or the related Obligors, including any rebates and premiums; (iv) property (including the right to receive future Liquidation Proceeds) that secures an Initial Receivable and that has been acquired by or on behalf of insurance premiums relating the Trust pursuant to the Receivables and any proceeds from the liquidation of such ReceivablesInitial Receivable; (v) the Purchase Agreement and the Guaranty including, without limitation, a direct right to cause LBAC to purchase Initial Receivables from the Trust upon the occurrence of a breach of any of the representations and warranties contained in Section 3.2(b) of the Purchase Agreement and/or Section 4 of the related Transfer Agreement, or the failure of LBAC to timely comply with its obligations pursuant to Section 5.5 of the Purchase Agreement; (vi) refunds for the costs of extended service contracts with respect to the related Financed Vehicles, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering a related Obligor or Financed Vehicle or his or her obligations with respect to such Financed Vehicle and any recourse to Dealers for any of the foregoing; (vii) all items contained in the Receivables Legal Files with respect and the Receivable Files related to such Receivables each Initial Receivable and any and all other documents that the Seller or the Master Servicer LBAC keeps on file in accordance with its customary procedures relating to the related Initial Receivables, the related Obligors or the related Financed Vehicles or ObligorVehicles; (viii) all amounts and property (including from time to time held in or credited to the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by Collection Account, the Pre-Funding Account or on behalf of HARC pursuant to liquidation of such Receivablethe Certificate Account; (ix) all present amounts and future claimsproperty from time to time held in or credited to the Lock-Box Account, demandsto the extent such amounts and property relate to the Initial Receivables; (x) any proceeds from recourse against Dealers (other than any Chargeback Obligations), causes and chooses in action in including, without limitation, any Dealer Title Guaranties with respect to the Initial Receivables, with respect to the sale of the Initial Receivables; and (xi) the proceeds 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. In addition, including all proceeds the Depositor shall cause the Policy to be issued to and delivered to the Trust for the benefit of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingClass A Certificateholders.

Conveyance of Receivables. In consideration of HARC’s delivery to or upon the order of the Seller of the Purchase Price, Seller does hereby sell, transfer, assign, set over and otherwise convey to HARC, without recourse (except as expressly provided in the Purchase Agreement), all right, title and interest of the Seller in and to:, (i) each and every Receivable listed on Schedule A hereto and all monies paid or payable thereon or in respect thereof on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received by the Seller on or after such date); (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all rights of the Seller against Dealers pursuant to Dealer Agreements, Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that the Seller or the Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.