Common use of Conveyance of Receivables Clause in Contracts

Conveyance of Receivables. In consideration of the Trust’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trust, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the Trust’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates Certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trust, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Agreement, including the Seller’s rights with respect to delivery requirements, representations and warranties and the repurchase obligations of UACC under the Sale Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (hg); and; (i) all proceeds and investments with respect to items (a) through (h); and (j) all of Seller’s right, title and interest in its rights and benefits but none of its obligations or burdens under the Dealer Agreements. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest by the Seller to the Trust in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ): (a) all right, title and interest of the Seller in and to: (a) to the Receivables Receivables, and all moneys received thereon (other than any proceeds from any Dealer commission), on or after the Cutoff Date and, with respect to Receivables which are Actuarial Receivables, all monies received thereon prior to the Cutoff Date that are due on or after the Cutoff Date; (b) all right, title and interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed Vehicles; (c) all right, title and interest of the Seller in and to any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, repossession, loss, skip, credit life or disability and credit accident, vendor's single interest and health insurance policies covering or certificates relating to the Financed Vehicles or Obligors and any proceeds from the liquidation of the ReceivablesObligors; (d) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles, 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 his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (e) the interest of the Seller in any proceeds from any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement or a default by an Obligor resulting in the repossession of the Financed Vehicle under such Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) all right, title and interest in all funds on deposit from time to time in the related Receivable FilesCertificate Distribution Account, in the Trust Accounts, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, the Seller under the Sale Loan Purchase Agreement;; and (h) the proceeds of any and all of the Seller’s foregoing (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined the items specified in the UCC) relating to the property described in clauses (a) through (h); and (i) all proceeds and investments with respect is referred to items (a) through (hherein as the "Trust Property"). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed such other Trust Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, 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 Trust Property for the benefit of the Noteholders and the InsurerSecurityholders.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Receivables Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement;, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; and (h) the proceeds of any and all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h)foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the InsurerNoteholders.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to, whether now owned or existing or hereafter acquired or arising: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of the Originator[s] under the Purchase Agreement; (h) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (hg); and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the Trust’s Trustee's delivery to of Certificates to, or upon the written order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to of, the Seller in accordance with an aggregate principal amount equal to the terms of this AgreementOriginal Pool Balance, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust, in trust for the benefit of the Certificateholders, without recourse and (subject to the obligations set forth contained herein), ): (1) all right, title and interest of the Seller in and to: (a) to the Receivables listed in Schedule 1 hereto and all moneys monies received thereon on or after the Cutoff DateDate and all Liquidation Proceeds received with respect to such Receivables; (b2) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed Vehicles, including, without limitation, the certificates of title with respect to Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damageall, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest of the Seller in its rights and benefitsto any proceeds from claims on any Insurance Policies covering the Receivables, but none of its obligations the Financed Vehicles or burdens, under the Sale AgreementObligors; (h4) all right, title and interest of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments Seller in and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described Purchase Agreement, including a direct right to cause Asta Funding to purchase Receivables from the Trust under certain circumstances; (5) all right, title and interest of the Seller in and to refunds of unearned premiums with respect to any Insurance Policies covering the Receivable, an Obligor or the Financed Vehicle or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (a6) through the Receivables File related to each Receivable; (h)7) the Reserve Account, the Simple Interest Differential Account, the Collection Account, the Lock-Box Account, the Certificate Account and all monies on deposit therein; and (i) 8) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale foregoing. The Trustee, on behalf of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in Certificateholders, acknowledges and title agrees that the Seller and any successor is the holder of the Excess Interest, that such Excess Interest is not Trust Property and, subject to the Receivables terms and the Other Conveyed Property shall not be part provisions of the Seller’s estate in the event of the filing of a bankruptcy petition by or against this Agreement, that the Seller under or any bankruptcy law. In successor shall be entitled to receive all distributions of amounts in respect thereof pursuant to Section 5.5(d), subject to the event that, 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 for the benefit of the Noteholders and the Insurerlimitation therein.

Conveyance of Receivables. In consideration of the Trust’s Issuer's ------------------------- delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received monies paid or payable thereon or in respect thereof after the Cutoff Cut-Off Date (including amounts due on or before the Cut-Off Date but received by TFC, the Seller or the Issuer on or after the Cut- Off Date); (b) the all rights and interests, including security interests interests, in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies Insurance Policies covering Financed Vehicles or Obligors Obligors, including rebates of insurance premiums relating to the Receivables, and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer all rights of the Seller against Dealers pursuant to a Dealer Agreement as a result of a breach of representation Agreements or warranty in the related Dealer AgreementAssignments; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable FilesReceivables Files and any and all other documents that TFC or any other Servicer keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicles; (g) property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired pursuant to liquidation of such Receivable; (h) all funds on deposit from time to time in the Trust Accounts and the Spread Account (including all investments and proceeds thereof) and all rights of the Issuer therein; (i) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of TFC under the Purchase Agreement; (hj) all rights under the Standby Processing Agreement; (k) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)other Conveyed Property; and (il) 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 investments with 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 items (a) through (h)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. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, 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 2.1 for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the Trust’s Trustee's delivery on the Closing Date to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time Certificates in an initial aggregate principal amount equal to the Seller in accordance with the terms of this AgreementInitial Certificate Balance, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustTrustee in trust for the benefit of the Certificateholders, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a1) the Receivables Receivables, and all moneys received thereon after the Cutoff Date and, in the case of Precomputed Receivables, all moneys received thereon on or prior to the Cutoff Date that relate to Scheduled Payments due after the Cutoff Date; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d4) any proceeds from any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f5) the related Receivable Receivables Files; (g6) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement; (h) all , including the Seller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in Representative under the UCC) relating to the property described in (a) through (h)Purchase Agreement; and (i7) the proceeds of any and all proceeds and investments with respect to items (a) through (h)of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, 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 3.01 for the benefit of the Noteholders and the InsurerCertificateholders.

Conveyance of Receivables. (a) In consideration of the Trust’s Purchaser's delivery to or upon the order of the Seller on the Closing any Funding Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementPurchase Price therefor, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustPurchaser, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (ai) the Receivables listed in the Schedule of Receivables from time to time; (ii) all monies received under the Receivables on and after the related Cutoff Date and all moneys Net Liquidation Proceeds received thereon with respect to the Receivables after the related Cutoff Date; (biii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables related Contracts and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Receivables 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; (civ) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life Receivables Insurance Policies or disability insurance policies covering certificates relating to the Financed Vehicles securing the Receivables or the Obligors and any thereunder; (v) all proceeds from the liquidation of recourse against Dealers with respect to the Receivables; (dvi) any proceeds from any refunds for the costs of extended service contracts with respect to 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 under a Receivable repurchased by a Dealer pursuant or his or her obligations with respect to a Dealer Agreement as a result Financed Vehicle and any recourse to Dealers for any of a breach of representation or warranty in the related Dealer Agreementforegoing; (evii) the Receivable File related to each Receivable and all rights under any Service Contracts other documents that the Seller keeps on file in accordance with its customary procedures relating to the related Receivables for Obligors of the Financed Vehicles; (fviii) all amounts and property from time to time held in or credited to the related Receivable FilesCollection Account or the Lockbox Accounts; (gix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable that has been acquired by or on behalf of the Seller’s right, title and interest in its rights and benefits, but none Purchaser pursuant to a liquidation of its obligations or burdens, under the Sale Agreementsuch Receivable; (hx) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)each TFC Assignment; and (xi) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, 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 Indenture: (i) all proceeds the Seller shall have provided the Purchaser, the Trustee and investments the Controlling Party with an Addition Notice substantially in the form of EXHIBIT G hereto (which shall include supplements to the Schedule of Receivables and a Borrowing Base Certificate) 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 items the Related Receivables; (aii) through 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; (h). It is iii) as of each Funding Date, (A) the intention 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 Controlling Party; (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 transfer and assignment contemplated by 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 constitute a sale 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 from 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) as a result of the transfer of the Related Receivables to be sold on such Funding Date to the Purchaser, the then current rating of the Note by each Rating Agency will not be withdrawn or downgraded; PROVIDED, HOWEVER that the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part required to obtain written confirmation from the Rating Agencies that such purchase will not result in a reduction or withdrawal of the Seller’s estate in the event then current Rating of the filing Note; (xii) the Controlling Party, in its reasonable discretion shall not have disapproved the transfer of a bankruptcy petition the Related Receivables to be sold on such Funding Date to the Purchaser and the Controlling Party shall have been reimbursed by or against the Seller under for any bankruptcy law. In fees and expenses incurred by the event that, notwithstanding Controlling Party in connection with the intent granting of such approval; (xiii) the Seller, Seller shall have delivered to the transfer Controlling Party and assignment contemplated hereby is held by a court the Trustee an Officers' Certificate confirming the satisfaction of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to each condition precedent specified in this Section for the benefit of the Noteholders and the Insurer.paragraph (b);

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSecurities, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (a) the Initial Receivables listed in Schedule A hereto and all moneys monies received thereon thereunder after the Initial Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Initial Receivables after the Initial Cutoff Date; (b) the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the Non-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles securing the Initial Receivables or the Obligors and any proceeds from the liquidation of the Receivablesthereunder; (d) any all proceeds from any Receivable repurchased by a Dealer pursuant recourse against Dealers or Consumer Lenders with respect to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementInitial Receivables; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Receivables Purchase Agreement, including a direct right to cause CPS to purchase Initial 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 Financed Vehicles securing the Initial Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle or an Obligor’s obligations with respect to an Initial Receivable or a Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; (g) the Receivable File related to each Initial Receivable; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described in (a) through (h); andCollection Account, the Lockbox Account, the Pre-Funding Account, the Series 2012-C Spread Account and the Principal Distribution Account; (i) all proceeds and investments with respect property (including the right to items (areceive future Net Liquidation Proceeds) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition secures an Initial Receivable that has been acquired by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent on behalf of CPS or the Seller, pursuant to a liquidation of such Receivable; and (j) all present and future claims, demands, causes and choses in action in respect of any or all of the transfer foregoing and assignment contemplated hereby is held by a court all payments on or under and all proceeds of competent jurisdiction not 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 be a salepayment of any and every kind and other forms of obligations and receivables, this Agreement shall instruments and other property which at any time constitute a grant all or part of a security interest or are included in the property referred to in this Section for the benefit proceeds of any of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. In consideration Effective as of the Trust’s delivery to or upon the order of the Seller on the Closing Date of and simultaneously with the Notes transactions pursuant to the Indenture, the Sale and certificates Servicing Agreement and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Trust Agreement, the Seller does hereby selltransfers, transfer, assign, set over assigns and otherwise convey conveys to the TrustPurchaser, without recourse (subject to the obligations set forth herein)recourse, all right, title and interest of the Seller Seller, whether now owned or hereafter acquired, in and to: to the following: (ai) the Receivables and all moneys received thereon Receivables; (ii) with respect to Precomputed Receivables, monies due thereunder on or after the Cutoff Date; Date (bincluding Payaheads) and, with respect to Simple Interest Receivables, monies due or received thereunder on or after the Cutoff Date (including in each case any monies received prior to the Cutoff Date that are due on or after the Cutoff Date and were not used to reduce the principal balance of the Receivable); (iii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed Vehicles; ; (civ) any proceeds and the right rights to receive proceeds with respect to the Receivables from claims on any physical damage, credit life life, credit disability, or disability other insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; Obligors; (dv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; Recourse; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (gvi) all of the Seller’s right, title 's rights to the Receivable Files; (vii) payments and interest in its rights proceeds with respect to the Receivables held by the Seller; (viii) all property (including the right to receive Liquidation Proceeds) securing a Receivable (other than a Receivable repurchased by the Seller); (ix) rebates of premiums and benefits, but none of its obligations or burdens, other amounts relating to insurance policies and other items financed under the Sale Agreement; Receivables in effect as of the Cutoff Date; and (hx) all present and future claims, demands, causes of action and choses in action in respect of any or all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments foregoing and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all payments on or under and all proceeds of every kind and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.nature whatsoever in

Conveyance of Receivables. In consideration of the Trust’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance (a) The Seller, concurrently with the terms of this Agreementexecution and delivery hereof, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustDepositor at a purchase price previously agreed to by the Seller and Depositor, without recourse (subject to the obligations set forth herein), whether now or hereafter acquired: (i) all right, title and interest of the Seller in and to: (a) to the Receivables and all moneys monies received thereon (other than any proceeds from any Dealer commission) on or after the Cutoff Date and, with respect to Receivables which are Actuarial Receivables, all monies received thereon prior to the Cutoff Date that are due on or after the Cutoff Date; (bii) all right, title and interest of the Seller in and to its security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables sold by it and any other interest of the Seller in such the Financed Vehicles; (ciii) all right, title and interest of the Seller in and to any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, repossession, loss, skip, credit life or disability and credit accident, vendor's single interest and health insurance policies covering or certificates relating to the Financed Vehicles or Obligors and any proceeds from the liquidation of the ReceivablesObligors; (div) all right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles, 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 his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (v) the interest of the Seller in any proceeds from any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement or a default by an Obligor resulting in the repossession of the Financed Vehicle under such Dealer Agreement;; and (e) all rights under any Service Contracts on the related Financed Vehicles; (fvi) the related Receivable Files; (g) proceeds of any and all of the Seller’s foregoing (the items specified in clauses (i) through (v) is referred to herein as the "Trust Property"). (b) In consideration of the Issuer's delivery to or upon the order of the Depositor on the Closing Date of the net proceeds from the sale of the Notes and the Certificates and the other amounts to be distributed from time to time to the Depositor in accordance with the terms of this Agreement, the Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations herein) all right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments Depositor in and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described Trust Property together with the Depositor's right to require the Seller to cure any breach of a representation or warranty made herein by the Seller or to repurchase or substitute for any affected Receivable in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h)accordance herewith. It is the intention of the Seller parties hereto that the transfer transfers and assignment assignments contemplated by this Agreement shall each constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller to the Depositor and from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed such other Trust Property shall not be part of the Seller’s 's or the Depositor's estate in the event of the filing of a bankruptcy petition by or against the Seller or the Depositor, as applicable, under any bankruptcy law. In the event that, notwithstanding the intent of the Sellerparties hereto, the any 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 to the Owner Trustee in the property referred to in this Section Trust Property for the benefit of the Noteholders and the InsurerSecurityholders.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSecurities, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (a) the Initial Receivables listed in Schedule A hereto and all moneys monies received thereon thereunder after the Initial Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Initial Receivables after the Initial Cutoff Date; (b) the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the Non-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles securing the Initial Receivables or the Obligors and any proceeds from the liquidation of the Receivablesthereunder; (d) any all proceeds from any Receivable repurchased by a Dealer pursuant recourse against Dealers or Consumer Lenders with respect to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementInitial Receivables; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Receivables Purchase Agreement, including a direct right to cause CPS to purchase Initial 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 Financed Vehicles securing the Initial Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle or an Obligor’s obligations with respect to an Initial Receivable or a Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; (g) the Receivable File related to each Initial Receivable; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described in (a) through (h); andCollection Account, the Lockbox Account, the Pre-Funding Account, the Series 2012-B Spread Account and the Principal Distribution Account; (i) all proceeds and investments with respect property (including the right to items (areceive future Net Liquidation Proceeds) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition secures an Initial Receivable that has been acquired by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent on behalf of CPS or the Seller, pursuant to a liquidation of such Receivable; and (j) all present and future claims, demands, causes and choses in action in respect of any or all of the transfer foregoing and assignment contemplated hereby is held by a court all payments on or under and all proceeds of competent jurisdiction not 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 be a salepayment of any and every kind and other forms of obligations and receivables, this Agreement shall instruments and other property which at any time constitute a grant all or part of a security interest or are included in the property referred to in this Section for the benefit proceeds of any of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Receivables Files; (g) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement, including the Seller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) the proceeds of any and all of the foregoing; (i) all of the Seller’s 's (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (ij) all proceeds and investments with respect to items (a) through (hi). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, 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 for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSecurities, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (a) the Initial Receivables listed in Schedule A hereto and all moneys monies received thereon thereunder after the Initial Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Initial Receivables after the Initial Cutoff Date; (b) the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the Lien Certificates with respect to such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles securing the Initial Receivables or the Obligors and any proceeds from the liquidation of the Receivablesthereunder; (d) any all proceeds from any Receivable repurchased by a Dealer pursuant recourse against Dealers or CPS with respect to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementInitial Receivables; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Receivables Purchase Agreement, including a direct right to cause CPS to purchase Initial 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 Financed Vehicles securing the Initial Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle or an Obligor’s obligations with respect to an Initial Receivable or a Financed Vehicle and any recourse to Dealers or CPS for any of the foregoing; (g) the Receivable File related to each Initial Receivable; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described in (a) through (h); andCollection Account, the Lockbox Account, the Pre-Funding Account, the Series 2016-A Spread Account and the Principal Distribution Account; (i) all proceeds and investments with respect property (including the right to items (areceive future Net Liquidation Proceeds) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition secures an Initial Receivable that has been acquired by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent on behalf of CPS or the Seller, pursuant to a liquidation of such Receivable; and (j) all present and future claims, demands, causes and choses in action in respect of any or all of the transfer foregoing and assignment contemplated hereby is held by a court all payments on or under and all proceeds of competent jurisdiction not 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 be a salepayment of any and every kind and other forms of obligations and receivables, this Agreement shall instruments and other property which at any time constitute a grant all or part of a security interest or are included in the property referred to in this Section for the benefit proceeds of any of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. In consideration Subject to the conditions specified in Section 2.1 of the Trust’s delivery to or upon the order of the Seller on the Closing Date of the Notes Sale and certificates Servicing Agreement and the amounts to be distributed from time to time subject to the Seller mutually agreed upon terms contained in accordance with the terms of this Sale and Servicing Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustPurchaser, without recourse (subject to the obligations set forth herein), in the Sale and Servicing Agreement) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (ai) the Receivables listed on Schedule A hereto; (ii) all monies received under the Receivables after the related Cutoff Date and all moneys Net Liquidation Proceeds received thereon with respect to the Receivables after the related Cutoff Date; (biii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the Non-Certificated States, other evidence of title issued by the Department of Motor Vehicles or similar authority in such states with respect to such Financed Vehicles; (civ) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles securing the Receivables or the Obligors and any thereunder; (v) all proceeds from the liquidation of recourse against Dealers with respect to the Receivables; (dvi) any proceeds from any all refunds for the costs of extended service contracts with respect to Financed Vehicles securing Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle under a Receivable repurchased by a Dealer pursuant or his or her obligations with respect to a Dealer Agreement as a result Financed Vehicle and any recourse to Dealers for any of a breach of representation or warranty in the related Dealer Agreementforegoing; (evii) the Receivable File related to each Receivable and all rights under any Service Contracts other documents that the Seller keeps on file in accordance with its customary procedures relating to the related Receivables, for Obligors of the Financed Vehicles; (fviii) all amounts and property from time to time held in or credited to the related Receivable FilesCollection Account or the Lockbox Account; (gix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable that has been acquired by or on behalf of the Seller’s right, title and interest in its rights and benefits, but none Purchaser pursuant to a liquidation of its obligations or burdens, under the Sale Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)Receivable; and (ix) all proceeds present and investments with future claims, demands, causes and choses in action in respect to items (a) through (h). It is the intention of any or all of the Seller that the transfer foregoing and assignment contemplated by this Agreement shall constitute a sale all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the Receivables 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 Other Conveyed Property from the Seller to the Trust every kind and the beneficial interest in other forms of obligations and title to the Receivables receivables, instruments and the Other Conveyed Property shall not be other property which at any time constitute all or part of the Seller’s estate or are included in the event proceeds of any of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to to, or upon the order of, Seller of Notes and Certificates, in aggregate principal amounts equal to the Seller on the Closing Date initial principal amounts of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreementinitial Certificate Balance, the respectively, Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (recourse, subject to the obligations set forth herein)herein (collectively, the "Trust Property"): (a) all right, title and interest of the Seller in and to: (a) to the Receivables Receivables, and all moneys received thereon after the Cutoff Date; (b) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed VehiclesVehicles and any other property that shall secure the Receivables; (c) the interest of Seller in any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies Insurance Policies covering Financed Vehicles or the Obligors and or from claims under any proceeds from the liquidation of the Receivableslender'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 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 Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; , (eii) all a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under any Service Contracts on the related Financed VehiclesDealer Agreements; (f) all right, title and interest in all funds on deposit from time to time in the related Receivable FilesCertificate Distribution Account and the Trust Accounts, and in all investments and proceeds thereof (but excluding all investment income thereon); (g) all of the Seller’s right, title and interest in its rights and benefitsof Seller under each Purchase Agreement, but none including the right of its obligations or burdens, under the Sale Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title cause a Seller Affiliate to the repurchase Receivables and the Other Conveyed Property shall not be part of the from Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.;

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;Agreement or Auto Loan (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Receivables Files; (g) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement;, including the Seller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; and (h) the proceeds of any and all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h)foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, 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 for the benefit of the Noteholders and the InsurerNoteholders.

Conveyance of Receivables. In consideration con sideration of the Trust’s ------------------------- Trustee's delivery to to, or upon the order of of, the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time Certificates in an aggregate amount equal to the Seller in accordance with the terms of this AgreementOriginal Pool Balance, the Seller does hereby irrevocably sell, transfer, assign, set over assign and otherwise convey to the TrustTrustee, in trust for the benefit of the Certificate holders, without recourse (subject to the obligations set forth herein), ): (i) all right, title title, and interest of the Seller in and to: (a) to the Receivables listed in Schedule A hereto and all moneys received thereon monies paid thereon, on or after the Cutoff Date; (bii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other accessions thereto; (iii) the interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life life, credit disability or disability other insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the ReceivablesObligors; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (eiv) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest of the Seller in its rights and benefitsto the Purchase Agreement, but none including the right of its obligations or burdens, the Seller to cause Nissan Motor Acceptance Corporation to repurchase Receivables from the Seller under the Sale Agreementcertain circumstances; (hv) the interest of the Seller in Dealer Recourse; (vi) the interest of the Seller in certain rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date; (vii) all right, title and interest of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments Seller under the Yield Supplement Agreement and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)Custody and Pledge Agreement; and (iviii) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. In consideration of the Trust’s Trustee's delivery of Certificates in an aggregate principal amount equal to the Original Pool Balance to or upon the written order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSeller, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustTrustee, in trust for the benefit of the Certificateholders, without recourse recourse, except as provided in Sections 2.5, 2.6 and 2.8 (subject to the obligations set forth herein), ): (i) all right, title and interest of the Seller in and to: (a) to the Receivables and listed in Schedule A hereto and, with respect to Rule of 78's Receivables, all moneys received monies due or to become due thereon after the Cutoff Date (including Scheduled Payments due after the Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller or CPS before the Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the Cutoff Date and all Liquidation Proceeds and Recoveries received with respect to such Receivables; (bii) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; (ciii) all right, title and interest of the Seller in and to any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles or Obligors and any proceeds from the liquidation of the ReceivablesObligors; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (eiv) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest of the Seller in its rights and benefitsto the Purchase Agreement, but none of its obligations or burdens, including a direct right to cause CPS to purchase Receivables from the Trust under the Sale Agreementcertain circumstances; (hv) all right, title and interest of the Seller’s Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing 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 his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (avi) Accounts, the Receivable File related to each Receivable; (bvii) Chattel Paper, (c) Documents, (d) Instruments all amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described in (a) through (h)Collection Account, the Lock-Box Account, [the Credit Enhancement Account] or the Certificate Account; and (iviii) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from foregoing. In addition, the Seller shall cause [the Credit Enhancement] to be issued to and delivered to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the InsurerCertificateholders.

Conveyance of Receivables. In consideration of the Trust’s Trustee's delivery to or upon the order of the Seller on Depositor of Class A Certificates with a Certificate Balance equal to the Closing Date of Original Pool Balance, Class I Certificates representing in the Notes and certificates aggregate the Original Notional Principal Amount and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementClass IC Certificate, the Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to the TrustTrustee, in trust for the benefit of the Certificateholders and the Insurer, without recourse (subject to the obligations set forth herein), ): (i) all right, title title, and interest of the Seller Depositor in and to: (a) to the Receivables and all moneys received thereon after the Cutoff Datelisted in Schedule A hereto; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed VehiclesReceivables; (ciii) any Liquidation Proceeds and any proceeds and the right to receive proceeds with respect to the Receivables from claims or refunds of premiums on any physical damage, lender's single interest, credit life or life, disability and hospitalization insurance policies covering Financed Vehicles or Obligors and Obligors; (iv) funds deposited in the Certificate Account; (v) the interest of the Depositor in any proceeds from the liquidation of recourse to Dealers relating to the Receivables; (dvi) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty all documents contained in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (gvii) all monies paid and all monies due, including Accrued Interest, after the Cutoff Date, with respect to the Receivables held by the Servicer or Depositor (but excluding Accrued Interest paid prior to the Closing Date); (viii) the rights of the Seller’s Depositor pursuant to the Purchase Agreement to require UAC to repurchase any Receivables as to which there has been a breach of the representations and warranties contained therein; (ix) the benefits of the Policy; and (x) all proceeds of the foregoing. The Depositor does hereby further assign, convey, pledge and grant a security interest in (i) the funds on deposit from time to time in the Spread Account; (ii) all Eligible Investments purchased with funds deposited in the Spread Account; (iii) any and all other right, title and interest, including any beneficial interest the Depositor may have in its rights the Certificate Account, the Spread Account and benefitsthe funds deposited therein, but none and (iv) any proceeds of its obligations or burdens, under the Sale Agreement; (h) all any of the Seller’s (a) Accountsforegoing, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds Trustee and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and Certificateholders to secure amounts payable to Certificateholders as provided under this Agreement. The Depositor does not convey to the InsurerTrustee any interest in any contracts with Dealers related to any "dealer reserve" or any rights to the recapture of any dealer reserve.

Conveyance of Receivables. (a) In consideration of the Trust’s Purchaser's delivery to or upon the order of the Seller on the Closing any Funding Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementPurchase Price therefor, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustPurchaser, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (ai) the Receivables listed in the Schedule of Receivables from time to time; (ii) all monies received under the Receivables on and after the related Cutoff Date and all moneys Net Liquidation Proceeds received thereon with respect to the Receivables after the related Cutoff Date; (biii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables related Contracts and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Receivables 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; (civ) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life Receivables Insurance Policies or disability insurance policies covering certificates relating to the Financed Vehicles securing the Receivables or the Obligors and any thereunder; (v) all proceeds from the liquidation of recourse against Dealers with respect to the Receivables; (dvi) any proceeds from any refunds for the costs of extended service contracts with respect to 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 under a Receivable repurchased by a Dealer pursuant or his or her obligations with respect to a Dealer Agreement as a result Financed Vehicle and any recourse to Dealers for any of a breach of representation or warranty in the related Dealer Agreementforegoing; (evii) the Receivable File related to each Receivable and all rights under any Service Contracts other documents that the Seller keeps on file in accordance with its customary procedures relating to the related Receivables for Obligors of the Financed Vehicles; (fviii) all amounts and property from time to time held in or credited to the related Receivable FilesCollection Account or the Lockbox Account; (gix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable that has been acquired by or on behalf of the Seller’s right, title and interest in its rights and benefits, but none Purchaser pursuant to a liquidation of its obligations or burdens, under the Sale Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)Receivable; and (x) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, 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) all proceeds the Seller shall have provided the Purchaser, Trustee and investments the Noteholder with an Addition Notice substantially in the form of EXHIBIT G 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 items the Related Receivables; (aii) through 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; (h). It is iii) as of each Funding Date, (A) the intention 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 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 transfer and assignment contemplated by 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 constitute a sale 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 from 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 Trust Noteholder and the beneficial interest in and title to Trustee an Officers' Certificate confirming the Receivables and the Other Conveyed Property shall not be part satisfaction of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held 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 each condition precedent specified in this Section for the benefit of the Noteholders and the Insurer.paragraph (b);

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSecurities, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (a) the Initial Receivables listed in Schedule A hereto and all moneys monies received thereon thereunder after the Initial Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Initial Receivables after the Initial Cutoff Date; (b) the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the Non-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles securing the Initial Receivables or the Obligors and any proceeds from the liquidation of the Receivablesthereunder; (d) any all proceeds from any Receivable repurchased by a Dealer pursuant recourse against Dealers or Consumer Lenders with respect to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementInitial Receivables; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Receivables Purchase Agreement, including a direct right to cause CPS to purchase Initial 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 Financed Vehicles securing the Initial Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle or an Obligor’s obligations with respect to an Initial Receivable or a Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; (g) the Receivable File related to each Initial Receivable; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described in (a) through (h); andCollection Account, the Lockbox Account, the Pre-Funding Account, the Series 2012-A Spread Account and the Principal Distribution Account; (i) all proceeds and investments with respect property (including the right to items (areceive future Net Liquidation Proceeds) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition secures an Initial Receivable that has been acquired by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent on behalf of CPS or the Seller, pursuant to a liquidation of such Receivable; and (j) all present and future claims, demands, causes and choses in action in respect of any or all of the transfer foregoing and assignment contemplated hereby is held by a court all payments on or under and all proceeds of competent jurisdiction not 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 be a salepayment of any and every kind and other forms of obligations and receivables, this Agreement shall instruments and other property which at any time constitute a grant all or part of a security interest or are included in the property referred to in this Section for the benefit proceeds of any of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller Depositor on the Closing Date of the Notes and certificates and the other amounts to be distributed from time to time to the Seller order of the Depositor in accordance with the terms of this Agreement, the Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein)recourse, all right, title and interest of the Seller Depositor in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Originator or the Depositor in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a the right to cause the related Dealer or Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or an Auto Loan Purchase and Sale Agreement, respectively, as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement, respectively; (e) all rights under any rights, if any, to refunds for the costs of Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s Depositor's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement;, including the Depositor's rights under the Purchase Agreement, to enforce the delivery requirements, representations and warranties and the cure and repurchase obligations of Triad under the Purchase Agreement; and (h) the proceeds of any and all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h)foregoing. It is the intention of the Seller Depositor that the transfer and assignment contemplated by this Agreement shall constitute constitutes a sale of the Receivables and Other Conveyed Property from the Seller Depositor to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall will not be part of the Seller’s Depositor's estate in the event of the filing of a bankruptcy petition by or against the Seller Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the SellerDepositor, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall will constitute a grant of a security interest in the property referred to in this Section to the Issuer for the benefit of the Indenture Trustee, the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ): (a) all right, title and interest of the Seller in and to: (a) to the Receivables listed in Schedule A hereto and, with respect to Receivables that are Rule of 78's Receivables, all monies due or to become due thereon after the Cutoff Date (including Scheduled Payments due after the Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller or CPS on or before the Cutoff Date) and, with respect to Receivables that are Simple Interest Receivables, all monies received thereunder after the Cutoff Date and all moneys Net Liquidation Proceeds received thereon with respect to such Receivables on or after the Cutoff Date; (b) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; (c) all right, title and interest of the Seller in and to any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles or Obligors and any proceeds from the liquidation of the ReceivablesObligors; (d) any proceeds all right, title and interest of the Seller in and to the Purchase Agreements, including a direct right to cause CPS to purchase Initial Receivables from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementTrust under certain circumstances; (e) all rights under right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing 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 his or her obligations with respect to a Financed Vehicle and any Service Contracts on recourse to Dealers for any of the related Financed Vehiclesforegoing; (f) the Receivable File related Receivable Filesto each Receivable; (g) all of amounts and property from time to time held in or credited to the Seller’s right, title and interest in its rights and benefits, but none of its obligations Collection Account or burdens, under the Sale Agreement;Lockbox Account; and (h) the proceeds of any and all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h)foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, 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 2.1 for the benefit of the Noteholders Securityholders and the Note Insurer.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to to, or upon the order of, Seller of Notes and Certificates, in aggregate principal amounts equal to the Seller on the Closing Date initial principal amount of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreementinitial Certificate Balance, the respectively, Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (recourse, subject to the obligations set forth herein), herein (collectively the "Trust Property"): (a) all right, title and interest of the Seller in and to: (a) to the Receivables Receivables, and all moneys received thereon after the Cutoff Date; (b) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed VehiclesVehicles and any other property that shall secure the Receivables; (c) the interest of Seller in any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies Insurance Policies covering Financed Vehicles or the Obligors and or from claims under any proceeds from the liquidation of the Receivableslender's single interest insurance policy naming any Seller Affiliate as an insured; (d) rebates of premiums and other amounts relating to Insurance Policies (including any force placed Physical Damage Insurance Policy) and other items 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 pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; , (eii) all a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights of Seller Affiliates under any Service Contracts on Dealer Agreements (other than rights to rebates of unamortized premiums paid or payable to Dealers) relating to the related Financed VehiclesReceivables; (f) all right, title and interest in all funds on deposit from time to time in the related Receivable FilesCertificate Distribution Account and the Trust Accounts, and in all investments and proceeds thereof (but excluding all investment income thereon); (g) all of the Seller’s right, title and interest in its rights and benefitsof Seller under each Purchase Agreement, but none including the right of its obligations or burdens, under the Sale AgreementSeller to cause a Seller Affiliate to repurchase Receivables from Seller; (h) all right, title and interest of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined Seller in the UCC) any instrument or document relating to the property described in (a) through (h)Receivables; and (i) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Issuer of any obligation of any Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller Affiliates to the Trust and Obligors, the beneficial interest Dealers or any other Person in and title to connection with the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by other assets and properties conveyed hereunder or against the Seller under any bankruptcy law. In the event thatagreement, 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 for the benefit of the Noteholders and the Insurerdocument or instrument related thereto.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSecurities, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (a) the Initial Receivables listed in Schedule A hereto and all moneys monies received thereon thereunder after the Initial Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Initial Receivables after the Initial Cutoff Date; (b) the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the Lien Certificates with respect to such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles securing the Initial Receivables or the Obligors and any proceeds from the liquidation of the Receivablesthereunder; (d) any all proceeds from any Receivable repurchased by a Dealer pursuant recourse against Dealers or Consumer Lenders with respect to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementInitial Receivables; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Receivables Purchase Agreement, including a direct right to cause CPS to purchase Initial 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 Financed Vehicles securing the Initial Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle or an Obligor’s obligations with respect to an Initial Receivable or a Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; (g) the Receivable File related to each Initial Receivable; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described in (a) through (h); andCollection Account, the Lockbox Account, the Pre-Funding Account, the Series 2015-B Spread Account and the Principal Distribution Account; (i) all proceeds and investments with respect property (including the right to items (areceive future Net Liquidation Proceeds) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition secures an Initial Receivable that has been acquired by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent on behalf of CPS or the Seller, pursuant to a liquidation of such Receivable; and (j) all present and future claims, demands, causes and choses in action in respect of any or all of the transfer foregoing and assignment contemplated hereby is held by a court all payments on or under and all proceeds of competent jurisdiction not 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 be a salepayment of any and every kind and other forms of obligations and receivables, this Agreement shall instruments and other property which at any time constitute a grant all or part of a security interest or are included in the property referred to in this Section for the benefit proceeds of any of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. (a) In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller on the Closing Date Depositor of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementCertificates, the Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), and the Issuer hereby purchases, all right, title and interest of the Seller in Depositor in, to and tounder each of the Receivables, including: (ai) all interest, principal, and any other amounts received on or with respect to each of the Receivables and all moneys received thereon after the Cutoff Cut-Off Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Depositor in such Financed Vehicles; (ciii) all other security interests or other property interests created by or constituting each Receivable; (iv) all of the Depositor's rights with respect to each Receivable and the documentation relating to the Receivables, including, without limitation, all rights under the VSI Policy with respect to such Receivable and the contents of each Receivable File, including, without limitation, all of the Depositor's enforcement and other rights under the UCC and other Applicable Law; (v) rebates of premiums on insurance policies and all other items financed as part of the Receivables in effect as of the Cut-Off Date, including but not limited to, service warranties; (vi) all Servicing Rights with respect to, and all proceeds of and rights to enforce, any of the foregoing, including, without limitation, any Insurance Proceeds and Liquidation Proceeds; (vii) all of the Depositor's rights (but not its obligations) under the Assignment, Assumption and Recognition Agreement; (viii) all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (ix) all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to any and all of the foregoing; and (x) the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (ix) above, the "Conveyed Assets"). (b) Upon the sale of the Receivables, the ownership of each Receivable, including the contents of the related Receivable File, and all rights, benefits, payments, proceeds and obligations arising from or in connection with any of the right to receive proceeds foregoing (but excluding all rights and obligations under any Dealer Agreement), shall be vested in the Trust, and the ownership of all records and documents with respect to the Receivables from claims on any physical damage, credit life related Receivable prepared by or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from which come into the liquidation possession of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty Depositor shall immediately vest in the related Dealer Agreement; (e) all rights under any Service Contracts on Trust and shall be retained and maintained, in trust, by the related Financed Vehicles; (f) Servicer for the related Receivable Files; (g) all benefit of the Seller’s rightTrust, title and interest as the owner thereof, in its rights and benefits, but none of its obligations or burdens, under the Sale Agreement;a custodial capacity only. (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller parties hereto that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property other related property (for non-tax purposes) from the Seller Depositor to the Trust and the beneficial interest in and title to the Receivables and the Other that such Conveyed Property Assets shall not be part treated as property of the Seller’s estate in Depositor by the event of the filing of Seller as debtor-in-possession or by a bankruptcy petition by trustee in any insolvency, bankruptcy or against other similar proceeding in respect of the Seller under any bankruptcy lawApplicable Law. In Further, it is not the intent of the parties hereto that any such transfer and conveyance be deemed a grant by the Depositor to the Trust of a mere security interest in any of the Conveyed Assets in order to secure a debt or other obligation of the Depositor. However, in the event and to the extent that, notwithstanding the intent of the Sellerparties hereto, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a true or absolute sale, this Agreement shall constitute a grant of security agreement under Applicable Law, and, in such event, the Depositor shall be deemed to have granted, and the Depositor hereby grants, to the Issuer a first priority security interest in the all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property referred consisting of, arising from or relating to in this Section such Conveyed Assets, for the benefit of the Noteholders Trust and its assignees as security for the Depositor's obligations hereunder and the InsurerDepositor consents to the pledge of the foregoing Conveyed Assets under the Indenture to the Indenture Trustee. The Depositor shall file and deliver, prior to the Closing Date, financing statements on form UCC-1 in respect of such security interest, and the Depositor hereby authorizes, on or after the Closing Date, the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Issuer or the Indenture Trustee may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Trust herein and pledged to the Indenture Trustee under the Indenture. Such financing statements shall contain a statement to the following effect: "A purchase of or security interest in any collateral described in this financing statement other than by the Issuer or the Indenture Trustee on behalf of the Noteholders will violate the rights of the Issuer and the Indenture Trustee on behalf of the Noteholders" and may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property as necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Trust herein and pledged to the Indenture Trustee under the Indenture. (d) The Depositor has determined that the Depositor's disposition of the Receivables pursuant to this Agreement will be afforded sale treatment for accounting and tax purposes and shall treat the disposition of the Receivables pursuant to this Agreement in such manner. The sale of each Receivable shall be reflected on the Depositor's balance sheet and other financial statements and income tax returns as a sale of assets by the parties hereto and the Depositor shall treat the disposition of the Receivables hereunder as a sale for accounting and tax purposes.

Conveyance of Receivables. In consideration Effective as of the Trust’s delivery to or upon the order of the Seller on the Closing Date of and simultaneously with the Notes transactions pursuant to the Indenture, the Sale and certificates Servicing Agreement and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Trust Agreement, the Seller does hereby selltransfers, transfer, assign, set over assigns and otherwise convey conveys to the TrustPurchaser, without recourse (subject to the obligations set forth herein)recourse, all right, title and interest of the Seller Seller, whether now owned or hereafter acquired, in and to: to the following: (ai) the Receivables and all moneys received thereon Receivables; (ii) with respect to Precomputed Receivables, monies due thereunder on or after the Cutoff Date; Date (bincluding Payaheads) and, with respect to Simple Interest Receivables, monies due or received thereunder on or after the Cutoff Date (including in each case any monies received prior to the Cutoff Date that are due on or after the Cutoff Date and were not used to reduce the principal balance of the Receivable); (iii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed Vehicles; ; (civ) any proceeds and the right rights to receive proceeds with respect to the Receivables from claims on any physical damage, credit life life, credit disability, or disability other insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; Obligors; (dv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; Recourse; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (gvi) all of the Seller’s right, title 's rights to the Receivable Files; (vii) payments and interest in its rights proceeds with respect to the Receivables held by the Seller; (viii) all property (including the right to receive Liquidation Proceeds) securing a Receivable (other than a Receivable repurchased by the Seller); (ix) rebates of premiums and benefits, but none of its obligations or burdens, other amounts relating to insurance policies and other items financed under the Sale Agreement; Receivables in effect as of the Cutoff Date; and (hx) all present and future claims, demands, causes of action and choses in action in respect of any or all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments foregoing and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); all payments on or under and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Receivables Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) the proceeds of any and all of the foregoing; (i) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (ij) all proceeds and investments with respect to items (a) through (hi). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ): (a) all right, title and interest of the Seller in and to: (a) to the Receivables listed in Schedule A hereto and, with respect to Receivables that are Rule of 78's Receivables, all monies due or to become due thereon after the Cutoff Date (including Scheduled Payments due after the Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller or CPS on or before the Cutoff Date) and, with respect to Receivables that are Simple Interest Receivables, all monies received thereunder after the Cutoff Date and all moneys Net Liquidation Proceeds received thereon with respect to such Receivables on or after the Cutoff Date; (b) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; (c) all right, title and interest of the Seller in and to any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles or Obligors and any proceeds from the liquidation of the ReceivablesObligors; (d) any proceeds all right, title and interest of the Seller in and to the Purchase Agreements, including a direct right to cause CPS to purchase Receivables from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementTrust under certain circumstances; (e) all rights under right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing 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 his or her obligations with respect to a Financed Vehicle and any Service Contracts on recourse to Dealers for any of the related Financed Vehiclesforegoing; (f) the Receivable File related Receivable Filesto each Receivable; (g) all of amounts and property from time to time held in or credited to the Seller’s right, title and interest in its rights and benefits, but none of its obligations Collection Account or burdens, under the Sale Agreement;Lockbox Account; and (h) the proceeds of any and all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h)foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, 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 2.1 for the benefit of the Noteholders Securityholders and the Note Insurer.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the other amounts to be distributed from time to time to the order of the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein)recourse, all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Originator or the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a the right to cause the related Dealer or Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or an Auto Loan Purchase and Sale Agreement, respectively, as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement, respectively; (e) all rights under any rights, if any, to refunds for the costs of Service Contracts on the related Financed Vehicles; (f) the related Receivable Receivables Files; (g) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement;, including the Seller's rights under the Purchase Agreement, to enforce the delivery requirements, representations and warranties and the cure and repurchase obligations of Triad under the Purchase Agreement; and (h) the proceeds of any and all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h)foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute constitutes a sale of the Receivables and Other Conveyed other Trust Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall will not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, 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 will constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables, net of those reimbursable liquidation expenses set forth in Article IV; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and Instruments, (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)g) and (vi) Investment Earnings; and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the Trust’s Purchaser's delivery to or upon the order of the Seller on the Closing any Funding Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementPurchase Price therefor, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustPurchaser, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (ai) the Receivables listed in the Schedule of Receivables from time to time; (ii) all monies received under the Receivables on and after the related Cutoff Date and all moneys Net Liquidation Proceeds received thereon with respect to the Receivables after the related Cutoff Date; (biii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables related Contracts and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Receivables 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; (civ) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life Receivables Insurance Policies or disability insurance policies covering certificates relating to the Financed Vehicles securing the Receivables or the Obligors and any thereunder; (v) all proceeds from the liquidation of recourse against Dealers with respect to the Receivables; (dvi) any proceeds from any refunds for the costs of extended service contracts with respect to Financed Vehicles securing Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle under a Receivable repurchased by a Dealer pursuant or his or her obligations with respect to a Dealer Agreement as a result Financed Vehicle and any recourse to Dealers for any of a breach of representation or warranty in the related Dealer Agreementforegoing; (evii) the Receivable File related to each Receivable and all rights under any Service Contracts other documents that the Seller keeps on file in accordance with its customary procedures relating to the related Receivables for Obligors of the Financed Vehicles; (fviii) all amounts and property from time to time held in or credited to the related Receivable FilesCollection Account or the Lockbox Account; (gix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable that has been acquired by or on behalf of the Seller’s right, title and interest in its rights and benefits, but none Purchaser pursuant to a liquidation of its obligations or burdens, under the Sale Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)Receivable; and (x) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, 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 Indenture: (i) all proceeds the Seller shall have provided the Trustee, the Agent and investments the Insurer with an Addition Notice substantially in the form of EXHIBIT H 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 items the Related Receivables; (aii) through 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; (h). It is iii) as of each Funding Date, (A) the intention 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 Controlling Party; (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 transfer and assignment contemplated by 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 constitute a sale 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 from 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 or the Insurer 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) as a result of the transfer of the Related Receivables to be sold on such Funding Date to the Purchaser, the then current rating of the Note (without giving consideration to the Note Policy) by each Rating Agency will not be withdrawn or downgraded PROVIDED, HOWEVER that the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part required to obtain written confirmation from the Rating Agencies that such purchase will not result in a reduction or withdrawal of the Seller’s estate in the event then current Rating of the filing Note; (xii) the Controlling Party, in its reasonable discretion shall not have disapproved the transfer of a bankruptcy petition the Related Receivables to be sold on such Funding Date to the Purchaser and the Controlling Party shall have been reimbursed by or against the Seller under for any bankruptcy law. In fees and expenses incurred by the event that, notwithstanding Controlling Party in connection with the intent granting of such approval; (xiii) the Seller, Seller shall have delivered to the transfer Insurer and assignment contemplated hereby is held by a court the Trustee an Officers' Certificate confirming the satisfaction of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to each condition precedent specified in this Section for the benefit of the Noteholders and the Insurer.PARAGRAPH (B);

Conveyance of Receivables. In consideration of the Trust’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time (a) Subject to the Seller conditions set forth in accordance with paragraph (b) below, on each Transfer Date the terms of this Agreement, the Seller does Sellers do hereby sell, transfer, assign, set over and otherwise convey to the Trust, Issuer without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller Sellers in and to: (ai) all Receivables originated or acquired by the Receivables Sellers and all moneys received thereon after listed on Schedule A and Schedule B to the Cutoff Daterelated Supplement; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Receivables and any other interest of the Seller Sellers in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the such Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors and any proceeds from the liquidation of the such Receivables; (div) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles;: (fvi) the related Receivable Receivables Files; (gvii) all of the Seller’s AFC's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Master Sale and 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 (h) and all of "Sale and Contribution Agreement Supplements" entered into pursuant thereto), on or after the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)related Cutoff Date; and (iviii) the proceeds of any and all proceeds of the foregoing. In consideration of such transfers, 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 investments the related Seller mutually agree. The purchase price due with respect to items (a) through (h)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 Seller Sellers that the transfer transfers and assignment assignments contemplated by this Agreement shall constitute a sale sales of the Receivables and Other Conveyed other Trust Property from the Seller Sellers to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s estate Sellers' estates in the event of the filing of a bankruptcy petition by or against the Seller Sellers under any bankruptcy law. In the event that, notwithstanding the intent of the SellerSellers, 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 for to the benefit Issuer. (b) The Sellers shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph 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) 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 believe 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 obligations to be performed by them hereunder on or prior to such Transfer Date; (iv) the Sellers shall, at their own expense, on or prior to 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 such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders. The Sellers covenant 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 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 InsurerSellers 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 of the Trust’s Issuer's ------------------------- delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received monies paid or payable thereon or in respect thereof after the Cutoff Cut-Off Date (including amounts due on or before the Cut-Off Date but received by TFC, the Seller or the Issuer after the Cut-Off Date); (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies Insurance Policies covering Financed Vehicles or Obligors Obligors, including rebates of insurance premiums relating to the Receivables, and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer all rights of the Seller against Dealers pursuant to a Dealer Agreement as a result of a breach of representation Agreements or warranty in the related Dealer AgreementAssignments; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable FilesReceivables Files and any and all other documents that TFC or any other Servicer keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicles; (g) property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired pursuant to liquidation of such Receivable; (h) all funds on deposit from time to time in the Trust Accounts and the Spread Account (including all investments and proceeds thereof) and all rights of the Issuer therein; (i) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of TFC under the Purchase Agreement; (hj) all of rights under the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)Standby Processing Agreement; and (ik) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and investments with 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 items (a) through (h)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. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. In the event that, 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 2.1 for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller Depositor on the Closing Date of the Notes and certificates the Certificates and the other amounts to be distributed from time to time to the Seller order of the Depositor in accordance with the terms of this Agreement, the Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein)recourse, all right, title and interest of the Seller Depositor in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Originator or the Depositor in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a the right to cause the related Dealer or Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or an Auto Loan Purchase and Sale Agreement, respectively, as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement, respectively; (e) all rights under any rights, if any, to refunds for the costs of Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s Depositor's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement;, including the Depositor's rights under the Purchase Agreement, to enforce the delivery requirements, representations and warranties and the cure and repurchase obligations of Triad under the Purchase Agreement; and (h) the proceeds of any and all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h)foregoing. It is the intention of the Seller Depositor that the transfer and assignment contemplated by this Agreement shall constitute constitutes a sale of the Receivables and Other Conveyed Property from the Seller Depositor to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall will not be part of the Seller’s Depositor's estate in the event of the filing of a bankruptcy petition by or against the Seller Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the SellerDepositor, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall will constitute a grant of a security interest in the property referred to in this Section to the Issuer for the benefit of the Indenture Trustee, the Noteholders [and the Insurer].

Conveyance of Receivables. In consideration of the Trust’s Issuer's ------------------------- delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received monies paid or payable thereon or in respect thereof after the Cutoff Cut-Off Date (including amounts due on or before the Cut-Off Date but received by TFC, the Seller or the Issuer on or after the Cut-Off Date); (b) the all rights and interests, including security interests interests, in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies Insurance Policies covering Financed Vehicles or Obligors Obligors, including rebates of insurance premiums relating to the Receivables, and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer all rights of the Seller against Dealers pursuant to a Dealer Agreement as a result of a breach of representation Agreements or warranty in the related Dealer AgreementAssignments; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable FilesReceivables Files and any and all other documents that TFC or any other Servicer keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicles; (g) property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired pursuant to liquidation of such Receivable; (h) all funds on deposit from time to time in the Trust Accounts and the Spread Account (including all investments and proceeds thereof) and all rights of the Issuer therein; (i) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of TFC under the Purchase Agreement; (hj) all rights under the Standby Processing Agreement; (k) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)other Conveyed Property; and (il) 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 investments with 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 items (a) through (h)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. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, 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 2.1 for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (hg); and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest by the Seller to the Issuer in the property referred to in this Section for the benefit of the Noteholders Section, whether now owned or existing or hereafter acquired or arising, and the Insurerthis Agreement shall constitute a security agreement under applicable law.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller Depositor on the Closing Date of the Certificates and of the net proceeds from the sale of the Notes and certificates and the other amounts to be distributed from time to time to the Seller Depositor in accordance with the terms of this Agreement, the Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ): (a) all right, title and interest of the Seller Depositor in and to: (a) to the Receivables Receivables, and all moneys received thereon (other than any proceeds from any Dealer commission), on or after the Cutoff Date and, with respect to Receivables which are Actuarial Receivables, all monies received thereon prior to the Cutoff Date that are due on or after the Cutoff Date; (b) all right, title and interest of the Depositor in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Depositor in such the Financed Vehicles; (c) all right, title and interest of the Depositor in and to any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, repossession, loss, skip, credit life or disability and credit accident, vendor's single interest and health insurance policies covering or certificates relating to the Financed Vehicles or Obligors and any proceeds from the liquidation of the ReceivablesObligors; (d) all right, title and interest of the Depositor in and to refunds for the costs of extended service contracts with respect to Financed Vehicles, 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 his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (e) the interest of the Depositor in any proceeds from any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement or a default by an Obligor resulting in the repossession of the Financed Vehicle under such Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) all right, title and interest in all funds on deposit from time to time in the related Receivable FilesTrust Accounts, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, the Depositor under the Sale Loan Contribution Agreement;; and (h) the proceeds of any and all of the Seller’s foregoing (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined the items specified in the UCC) relating to the property described in clauses (a) through (h); and (i) all proceeds and investments with respect is referred to items (a) through (hherein as the "Trust Property"). It is the intention of the Seller Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller Depositor to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed such other Trust Property shall not be part of the Seller’s Depositor's estate in the event of the filing of a bankruptcy petition by or against the Seller Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the SellerDepositor, 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 to the Owner Trustee in the property referred to in this Section Trust Property for the benefit of the Noteholders and the InsurerSecurityholders.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement, including the Seller's rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all of the Seller’s 's (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (hg); and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, 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 by the Seller to the Issuer in the property referred to in this Section for the benefit of the Noteholders Section, whether now owned or existing or hereafter acquired or arising, and the Insurerthis Agreement shall constitute a security agreement under applicable law.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ): (a) all right, title and interest of the Seller in and to: (a) to the Receivables listed in Schedule A hereto, all monies received thereon after the Cutoff Date and all moneys Net Liquidation Proceeds received thereon with respect thereto after the Cutoff Date; (b) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; (c) all right, title and interest of the Seller in and to any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles or Obligors and any proceeds from the liquidation of the ReceivablesObligors; (d) any proceeds all right, title and interest of the Seller in and to the Purchase Agreements, including a direct right to cause CPS to purchase Receivables from any Receivable repurchased by a Dealer the Trust pursuant to a Dealer the CPS Purchase Agreement as a result of a breach of representation or warranty in under the related Dealer Agreementcircumstances specified therein; (e) all rights under right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing 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 his or her obligations with respect to a Financed Vehicle and any Service Contracts on recourse to Dealers for any of the related Financed Vehiclesforegoing; (f) the Receivable File related Receivable Filesto each Receivable; (g) all of the Seller’s right, title amounts and interest property from time to time held in its rights and benefits, but none of its obligations or burdens, under the Sale Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating credited to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed 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 SellerCollection Account, 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 Lockbox Account or the property referred to in this Section for the benefit of the Noteholders and the Insurer.Note Distribution Account;

Conveyance of Receivables. (a) In consideration of the Trust’s Issuer's delivery to of the Notes and the Certificates to, or upon the order of of, the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSeller, the Seller 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 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 the TrustIssuer, without recourse recourse: (subject to the obligations set forth herein), i) all right, title and interest of the Seller in in, to and to: under the Receivables listed on the Schedule of Receivables and (a) in the case of Receivables that are Scheduled Interest Receivables, all monies due thereunder on and after the Cutoff Date and (b) in the case of Receivables that are Simple Interest Receivables, all moneys monies received thereon on and after the Cutoff Date, in each case exclusive of any amounts allocable to the premium for physical damage insurance force-placed by the Servicer covering any related Financed Vehicle; (bii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and and, to the extent permitted by law, any other accessions thereto; (iii) the interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life life, credit disability or disability other insurance policies covering related Financed Vehicles or Obligors and Obligors; (iv) the interest of the Seller in any proceeds from the liquidation of recourse against Dealers on the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights of the Seller in, to and benefits, but none of its obligations or burdens, under the Sale Pooling and Servicing Agreement; (h) all , the First Step Receivables Assignment and the Custodian Agreement, including the right of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating Seller to the property described in (a) through (h)cause GMAC to repurchase Receivables under certain circumstances; and (ivi) all proceeds present and investments with future claims, demands, causes and choses in action in respect to items (a) through (h). It is the intention of any or all of the Seller that the transfer foregoing described above and assignment contemplated by this Agreement shall constitute a sale all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part foregoing, including all proceeds of the Seller’s estate conversion 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 ay any time constitute all or part or are included in the event proceeds of any of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to to, or upon the order of, Seller of Notes and Certificates, in aggregate principal amounts equal to the Seller on the Closing Date initial principal amounts of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreementinitial Certificate Percentage Interests, the respectively, Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (recourse, subject to the obligations set forth herein)herein (collectively, the "Trust Property"): (a) all right, title and interest of the Seller in and to: (a) to the Receivables Receivables, and all moneys received thereon after the Cutoff Date; (b) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed VehiclesVehicles and any other property that shall secure the Receivables; (c) the interest of Seller in any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies Insurance Policies covering Financed Vehicles or the Obligors and or from claims under any proceeds from the liquidation of the Receivableslender's single interest insurance policy naming AmSouth Bank as an insured; (d) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (e) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; , (eii) all a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under any Service Contracts on the related Financed VehiclesDealer Agreements; (f) all right, title and interest in all funds on deposit from time to time in the related Receivable FilesCertificate Distribution Account and the Trust Accounts, and in all investments and proceeds thereof (but excluding all investment income thereon); (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, Seller under the Sale Purchase Agreement, including the right of Seller to cause AmSouth Bank to repurchase Receivables from Seller pursuant to the Purchase Agreement; (h) all right, title and interest of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined Seller in the UCC) any instrument or document relating to the property described in (a) through (h)Receivables; and (i) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. (a) In consideration of the Trust’s Purchaser's delivery to or upon the order of the Seller on the Closing any Funding Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementPurchase Price therefor, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustPurchaser, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (ai) the Receivables listed in the Schedule of Receivables from time to time; (ii) all monies received under the Receivables on and after the related Cutoff Date and all moneys Net Liquidation Proceeds received thereon with respect to the Receivables after the related Cutoff Date; (biii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables related Contracts and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Receivables 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; (civ) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life Receivables Insurance Policies or disability insurance policies covering certificates relating to the Financed Vehicles securing the Receivables or the Obligors and any thereunder; (v) all proceeds from the liquidation of recourse against Dealers with respect to the Receivables; (dvi) any proceeds from any refunds for the costs of extended service contracts with respect to 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 under a Receivable repurchased by a Dealer pursuant or his or her obligations with respect to a Dealer Agreement as a result Financed Vehicle and any recourse to Dealers for any of a breach of representation or warranty in the related Dealer Agreementforegoing; (evii) the Receivable File related to each Receivable and all rights under any Service Contracts other documents that the Seller keeps on file in accordance with its customary procedures relating to the related Receivables for Obligors of the Financed Vehicles; (fviii) all amounts and property from time to time held in or credited to the related Receivable FilesCollection Account or the Lockbox Accounts; (gix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable that has been acquired by or on behalf of the Seller’s right, title and interest in its rights and benefits, but none Purchaser pursuant to a liquidation of its obligations or burdens, under the Sale Agreementsuch Receivable; (hx) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)each TFC/MFN Assignment; and (xi) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, 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) all proceeds the Seller shall have provided the Purchaser, Trustee and investments the Noteholder with an Addition Notice substantially in the form of EXHIBIT G 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 items the Related Receivables; (aii) through 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; (h). It is iii) as of each Funding Date, (A) the intention 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 transfer and assignment contemplated by 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 constitute a sale 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 from 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 Trust Noteholder and the beneficial interest 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 title 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 Noteholder 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), 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 the Other Conveyed Property and the Collateral, respectively to be transferred on such Funding Date; (xv) the Seller shall not be part have executed and delivered an Assignment in the form of EXHIBIT F; and (xvi) each of the Seller’s estate conditions precedent to such Advance set forth in the event of Indenture and the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Note Purchase Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurerhave been satisfied.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates the Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ): (a) all right, title and interest of the Seller in and to: (a) to the Receivables listed in Schedule A hereto, all monies received thereon after the Cutoff Date and all moneys Net Liquidation Proceeds received thereon with respect thereto after the Cutoff Date; (b) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; (c) all right, title and interest of the Seller in and to any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles or Obligors and any proceeds from the liquidation of the ReceivablesObligors; (d) any proceeds all right, title and interest of the Seller in and to the Purchase Agreements, including a direct right to cause CPS to purchase Receivables from any Receivable repurchased by a Dealer the Trust pursuant to a Dealer the CPS Purchase Agreement as a result of a breach of representation or warranty in under the related Dealer Agreementcircumstances specified therein; (e) all rights under right, title and interest of the Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing 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 his or her obligations with respect to a Financed Vehicle and any Service Contracts on recourse to Dealers for any of the related Financed Vehiclesforegoing; (f) the Receivable File related Receivable Filesto each Receivable; (g) all of amounts and property from time to time held in or credited to the Seller’s rightCollection Account, title and interest in its rights and benefits, but none of its obligations the Lockbox Account or burdens, under the Sale AgreementNote Distribution Account; (h) the proceeds of any and all of the Seller’s (a) Accountsforegoing; and all present and future claims, (b) Chattel Paperdemands, (c) Documentscauses and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, (d) Instruments 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 (e) General Intangibles (as such terms every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are defined included in the UCC) relating proceeds of any of the foregoing. [Prefunding provisions, if any, to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h). be inserted] It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, 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 2.1 for the benefit of the Noteholders Securityholders and the Note Insurer.

Conveyance of Receivables. In consideration of the Trust’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time Subject to the Seller in accordance with the terms and conditions of this Agreement, the Seller does Seller, pursuant to the mutually agreed upon terms contained herein, hereby sellsells, transfertransfers, assignassigns, set over and otherwise convey conveys to the Trust, without recourse (subject to the but without limitation of its obligations set forth hereinin this Agreement), all of the right, title and interest of the Seller in and to: (a) to the Receivables and Receivables, all moneys received monies payable thereon or in respect thereof after the Cutoff Date; (b) , the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the related Financed Vehicles; (c) , the Insurance Policies and any proceeds from any Insurance Policies relating to the Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Collateral Insurance and any Force-Placed Insurance relating to the right to receive proceeds Receivables, rights of the Seller against Dealers with respect to the Receivables from claims on any physical damageunder the Dealer Agreements and the Dealer Assignments, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty all items contained in the related Dealer Agreement; (e) Receivable Files, any and all rights under any Service Contracts other documents that the Seller or the Servicer keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the related Financed Vehicles; , property (fincluding the right to receive future Liquidation Proceeds) the related that secures a Receivable Files; (g) all and that has been acquired by or on behalf of the Seller’s rightSeller or the Trust pursuant to liquidation of such Receivable, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined funds on deposit from time to time in the UCCCollection Account (including all income thereon and all amounts deposited in respect of Administrative Receivables and Warranty Receivables) relating to the property described in (a) through (h); and (i) and all investments therein and proceeds thereof, all proceeds and investments with of any of the foregoing, all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or in lieu 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 items (a) through (h)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. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, 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 first priority security interest to the Trust in the property referred to in this Section 3.1 for the benefit of the Noteholders and the InsurerCertificateholders.

Conveyance of Receivables. In consideration of the Trust’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time (a) Subject to the Seller conditions set forth in accordance paragraph (b) below, on each Transfer Date AFC does hereby, and except with the terms of this Agreementrespect to clause (vii) below AmeriCredit does hereby, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trust, Issuer without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller AmeriCredit and AFC, respectively, in and to: (ai) all Receivables originated or acquired by the Receivables Sellers and listed on Schedule A and Schedule B to the related Supplement and all moneys received Collections thereon after the Cutoff Date relating to such Transfer Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Receivables and any other interest of the Seller Sellers in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the such Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors and any proceeds from the liquidation of the such Receivables; (div) 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 AgreementAgreement or Auto Loan Purchase and Sale Agreement or the related purchase and sale agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles;: (fvi) the related Receivable Files; (gvii) all of the SellerAFC’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Master Sale and 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 (h) and all of “Sale and Contribution Agreement Supplements” entered into pursuant thereto), on or after the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)related Cutoff Date; and (iviii) the proceeds of any and all proceeds of the foregoing. In consideration of such transfers, 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 investments the related Seller mutually agree. The purchase price due with respect to items (a) through (h)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 Seller Sellers that the transfer transfers and assignment assignments contemplated by this Agreement shall constitute a sale sales of the Receivables and Other Conveyed other Trust Property from the Seller Sellers to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s estate Sellers’ estates in the event of the filing of a bankruptcy petition by or against the Seller Sellers under any bankruptcy law. In the event that, notwithstanding the intent of the SellerSellers, 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 for to the benefit 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 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) 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 believe 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 obligations to be performed by them hereunder on or prior to such Transfer Date; (iv) the Sellers shall, at their own expense, on or prior to 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 priority 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; (vii) the addition of any such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; and (viii) the Sellers shall have delivered to the Administrative Agent an Officer’s Certificate dated such Transfer Date certifying that the conditions described in clauses (i) through (vii) have been satisfied (which Officer’s Certificate may be combined with the Officer’s Certificate provided pursuant to Section 3.2(h) of each Note Purchase Agreement if a Borrowing is made on such Transfer Date). The Sellers covenant 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 related Seller will repurchase such Receivable from the Trust in the manner specified in Section 4.7, at a price equal to the related Purchase Amount thereof. The Issuer and the InsurerSellers 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 of the TrustIssuer’s delivery to or upon the order of the Seller Depositor on the Closing Date of (x) the net proceeds from the sale of the Class A Notes, (y) the Class B Notes, Class C Notes, Class D Notes and certificates the Certificates and (z) the other amounts to be distributed from time to time to the Seller Depositor in accordance with the terms of this Agreement, the Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer on the Closing Date, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller Depositor in and to:, whether now owned or existing or hereafter acquired or arising (collectively, the “Receivables Property” or the “Trust Property”): (a) the Receivables and all moneys monies received thereon thereunder on and after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Depositor in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all funds on deposit from time to time in the Trust Accounts and in all investments and proceeds thereof and all rights under of the Issuer therein; (f) any Service Contracts extended warranty service contracts on the related Financed Vehicles; (fg) the related Receivable Files; (gh) all of the SellerDepositor’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement; (h) all , including the delivery requirements, the representations and warranties and the cure and repurchase obligations of Franklin Capital and Franklin SPE under the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)Purchase Agreement; and (i) the proceeds of any and all proceeds and investments with respect to items (a) through (h)of the foregoing. It is the intention of the Seller Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed other Trust Property from the Seller Depositor to the Trust Issuer for non-tax purposes and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the SellerDepositor’s estate in the event of the filing of a bankruptcy petition by or against the Seller Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the SellerDepositor, 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 security agreement, and the Depositor hereby grants to the Issuer for the benefit of the Noteholders, the Certificateholders and the Indenture Trustee, a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer2.1 whether now owned or existing or hereafter acquired or arising.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller Depositor on the Closing Date of the Certificates and of the net proceeds from the sale of the Notes and certificates and the other amounts to be distributed from time to time to the Seller Depositor in accordance with the terms of this Agreement, the Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ): (a) all right, title and interest of the Seller Depositor in and to: (a) to the Receivables Receivables, and all moneys received thereon (other than any proceeds from any Dealer commission), on or after the Cutoff Date and, with respect to Receivables which are Actuarial Receivables, all monies received thereon prior to the Cutoff Date that are due on or after the Cutoff Date; (b) all right, title and interest of the Depositor in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Depositor in such the Financed Vehicles; (c) all right, title and interest of the Depositor in and to any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, repossession, loss, skip, credit life or disability and credit accident, vendor's single interest and health insurance policies covering or certificates relating to the Financed Vehicles or Obligors and any proceeds from the liquidation of the ReceivablesObligors; (d) all right, title and interest of the Depositor in and to refunds for the costs of extended service contracts with respect to Financed Vehicles, 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 his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (e) the interest of the Depositor in any proceeds from any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement or a default by an Obligor resulting in the repossession of the Financed Vehicle under such Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the Trust’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time (a) Subject to the Seller conditions set forth in accordance with paragraph (b) below, on each Transfer Date the terms of this Agreement, the Seller does Sellers do hereby sell, transfer, assign, set over and otherwise convey to the Trust, Issuer without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller Sellers in and to: (ai) all Receivables originated or acquired by the Receivables Sellers and all moneys received thereon after listed on Schedule A and Schedule B to the Cutoff Daterelated Supplement; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Receivables and any other interest of the Seller Sellers in such Financed Vehicles; (ciii) any proceeds and the right to receive proceeds with respect to the such Receivables from claims on any physical damage, credit life or disability insurance policies covering the related Financed Vehicles or Obligors and any proceeds from the liquidation of the such Receivables; (div) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ev) all rights under any Service Contracts on the related Financed Vehicles;: (fvi) the related Receivable Receivables Files; (gvii) all of the Seller’s AFC's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Master Sale and 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 (h) and all of "Sale and Contribution Agreement Supplements" entered into pursuant thereto), on or after the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)related Cutoff Date; and (iviii) the proceeds of any and all proceeds of the foregoing. In consideration of such transfers, 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 investments the related Seller mutually agree. The purchase price due with respect to items (a) through (h)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 Seller Sellers that the transfer transfers and assignment assignments contemplated by this Agreement shall constitute a sale sales of the Receivables and Other Conveyed other Trust Property from the Seller Sellers to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s estate Sellers' estates in the event of the filing of a bankruptcy petition by or against the Seller Sellers under any bankruptcy law. In the event that, notwithstanding the intent of the SellerSellers, 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 for to the benefit 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 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) 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 believe 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 obligations to be performed by them hereunder on or prior to such Transfer Date; (iv) the Sellers shall, at their own expense, on or prior to 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 such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders. The Sellers covenant 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 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 InsurerSellers 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 of the Trust’s Trustee's delivery to or upon the order of the Seller on Depositor of Class A Certificates with a Certificate Balance equal to the Closing Date of Original Pool Balance, Class I Certificates representing in the Notes and certificates aggregate the Original Notional Principal Amount and the amounts to be distributed from time to time to Class IC Certificate the Seller in accordance with the terms of this Agreement, the Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to the TrustTrustee, in trust for the benefit of the Certificateholders and the Surety Bond Issuer, without recourse (subject to the obligations set forth herein), ): (i) all right, title title, and interest of the Seller Depositor in and to: (a) to the Receivables and all moneys received thereon after the Cutoff Datelisted in Schedule A hereto; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed VehiclesReceivables; (ciii) any Liquidation Proceeds and any proceeds and the right to receive proceeds with respect to the Receivables from claims or refunds of premiums on any physical damage, lender's collateral protection, credit life or life, disability and hospitalization insurance policies covering Financed Vehicles or Obligors and Obligors; (iv) funds deposited in the Certificate Account; (v) the interest of the Depositor in any proceeds from the liquidation of recourse to Dealers relating to the Receivables; (dvi) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty all documents contained in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (gvii) all monies paid and all monies due, including Accrued Interest, after the Cutoff Date, with respect to the Receivables held by the Servicer or Depositor (but excluding Accrued Interest paid prior to the Closing Date); (viii) the rights of the Seller’s Depositor pursuant to the Purchase Agreement to require CTL to repurchase any Receivables as to which there has been a breach of the representations and warranties contained therein; (ix) the benefits of the Surety Bond; and (x) all proceeds of the foregoing. The Depositor does hereby further assign, convey, pledge and grant a security interest in (i) the funds on deposit from time to time in the Spread Account; (ii) all Eligible Investments purchased with funds deposited in the Spread Account; (iii) any and all other right, title and interest, including any beneficial interest the Depositor may have in its rights the Certificate Account, the Spread Account and benefitsthe funds deposited therein, but none and (iv) any proceeds of its obligations or burdens, under the Sale Agreement; (h) all any of the Seller’s (a) Accountsforegoing, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds Trustee and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and Certificateholders to secure amounts payable to Certificateholders as provided under this Agreement. The Depositor does not convey to the InsurerTrustee any interest in any contracts with Dealers related to any "dealer reserve" or any rights to the recapture of any dealer reserve.

Conveyance of Receivables. In consideration of the Trust’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates Certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trust, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Agreement, including the Seller’s rights with respect to delivery requirements, representations and warranties and the repurchase obligations of UACC under the Sale Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (hg); and; (i) all proceeds and investments with respect to items (a) through (h); and (j) all of Seller’s right, title and interest in its rights and benefits but none of its obligations or burdens under the Dealer Agreements. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest by the Seller to the Trust in the property referred to in this Section for the benefit of the Noteholders Holders and the Insurer.

Conveyance of Receivables. In consideration of the Trust’s delivery to or upon the order of the Seller on (a) On the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementDate, the Seller does Issuing Entity hereby agrees to sell, transfer, assign, set over and otherwise convey to the TrustGrantor Trust and the Grantor Trust hereby agrees to purchase from the Issuing Entity, without recourse (subject to the obligations set forth herein)recourse, all right, title and interest of the Seller Issuing Entity in, to and under the following property, whether now existing or hereafter created or acquired (all of the property described in and to:this Section 2.1(a) being collectively referred to herein as the “[Initial] Third Step Transferred Property”): (ai) the [Initial] Receivables and all moneys instruments and all monies due or to become due or received thereon by any Person in payment of any of the foregoing on or after the [Initial] Cutoff Date; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the securing such [Initial] Receivables and (including any other interest of the Seller in such Financed VehiclesVehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (ciii) any proceeds the Receivable Files and the right Servicer Files related to receive proceeds such [Initial] Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors the Obligors, including any monies collected from whatever source in connection with any default of an Obligor or with respect to any such Financed Vehicle and any proceeds from the liquidation claims or refunds of premiums on any Insurance Policy; (v) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or arrangements of whatever character from time to time supporting or securing payment of the [Initial] Receivables, whether pursuant to the related Contracts or otherwise; (vi) all rights to payment under all service contracts and other contracts and agreements associated with such [Initial] Receivables; (dvii) all Liquidation Proceeds related to any proceeds from any such [Initial] Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation received on or warranty in after the related Dealer Agreement[Initial] Cutoff Date; (eviii) subject to the Transaction Documents and the Master Agency Agreement, all rights under any Service Contracts on deposit accounts, monies, deposits, funds, accounts and instruments relating to the related Financed Vehiclesforegoing (excluding payments or recoveries in respect of the [Initial] Receivables received prior to the [Initial] Cutoff Date); (fix) the related Receivable FilesReceivables Purchase Agreement and the Receivables Transfer Agreement, including the right of the Issuing Entity to cause the Seller or the Depositor to repurchase [Initial] Receivables under certain circumstances; (gx) the proceeds of any and all of the Seller’s foregoing; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any of all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) [During the [Funding Period][Revolving Period], the Depositor hereby agrees to sell, transfer, assign, set over and otherwise convey to the Issuing Entity and the Issuing Entity hereby agrees to purchase from the Depositor, without recourse, all right, title and interest in its rights of the Depositor in, to and benefits, but none of its obligations or burdens, under the Sale Agreement; following property, whether now existing or hereafter created or acquired (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in this Section 2.1(b) being collectively referred to herein as the “Subsequent Third Step Transferred Property”, and together with the Initial Third Step Transferred Property, the “Third Step Transferred Property”): (ai) through the Additional Receivables and all instruments and all monies due or to become due or received by any Person in payment of any of the foregoing on or after the Subsequent Cutoff Date; (hii) the Financed Vehicles securing such Additional Receivables (including any such Financed Vehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle; (iii) the Receivable Files and the Servicer Files related to such Additional Receivables; (iv) all rights to payment under all Insurance Policies with respect to the Financed Vehicles or the Obligors, including any monies collected from whatever source in connection with any default of an Obligor or with respect to any such Financed Vehicle and any proceeds from claims or refunds of premiums on any Insurance Policy; (v) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Additional Receivables, whether pursuant to the related Contracts or otherwise; (vi) all rights to payment under all service contracts and other contracts and agreements associated with such Additional Receivables; (vii) all Liquidation Proceeds related to any such Additional Receivable received on or after the Subsequent Cutoff Date; (viii) subject to the Transaction Documents and the Master Agency Agreement, all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing (excluding payments or recoveries in respect of the Additional Receivables received prior to the Subsequent Cutoff Date); (ix) the Receivables Purchase Agreement and the Receivables Transfer Agreement, including the right of the Issuing Entity to cause the Seller or the Depositor to repurchase Additional Receivables under certain circumstances; (x) the proceeds of any and all of the foregoing; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any of all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing.] (c) In connection with the purchase and sale of the Third Step Transferred Property hereunder, the Issuing Entity agrees, at its own expense, (i) to annotate and indicate on its books and records that the Receivables were sold and transferred to the Grantor Trust pursuant to this Agreement, (ii) to deliver to the Grantor Trust (or its designee) all proceeds Collections on the Receivables, if any, received on or after the [applicable] Cutoff Date, and investments (iii) to deliver to the Grantor Trust an assignment in the form attached hereto as Exhibit A (the “[Initial] Third Step Receivables Assignment”) [and Exhibit B (the “Subsequent Third Step Receivables Assignment”, and together with respect to items the Initial Third Step Receivables Assignment, the “Third Step Receivables Assignment”]). (ad) through (h). It is the intention In consideration of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller Issuing Entity to the Grantor Trust and the beneficial interest in and title to the Receivables and the Other Conveyed 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 Selleras provided herein, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a saleGrantor Trust shall deliver to, this Agreement shall constitute a grant of a security interest in or upon the property referred to in this Section for order of, the benefit of Issuing Entity the Noteholders and Grantor Trust Certificate (the Insurer“Purchase Price”).

Conveyance of Receivables. In consideration of the Trust’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time (a) Subject to the Seller in accordance with the terms and conditions of this Agreement, the each Seller does hereby sellsells, transfertransfers, assign, set over assigns and otherwise convey conveys to the TrustPurchaser, without recourse (subject to but without limitation of its obligations under this Agreement): (1) all of the obligations set forth herein), all right, title and interest of the such Seller in in, to and to: (a) under the Receivables that have been originated by such Seller and identified on Schedule 1 and all moneys received monies paid or payable thereon or in respect thereof on or after the Cutoff Date; , including all Liquidation Proceeds and recoveries received with respect to such Receivables; (b2) the security interests in the Financed Vehicles granted by Obligors pursuant to the such Receivables and any other interest of the such Seller in such the Financed Vehicles; Vehicles and other property (c) any proceeds and including the right to receive proceeds with respect future Liquidation Proceeds) that secures any such Receivable and that has been acquired by or on behalf of such Seller pursuant to the Receivables from claims on liquidation of any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors such Receivable; (3) the Insurance Policies and any proceeds from any Insurance Policies relating to such Receivables, the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation Obligors or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; , including rebates of premiums, all Collateral Insurance and any Force-Placed Insurance relating to such Receivables; (f4) the related Receivable Files; rights of such Seller against Dealers with respect to such Receivables under the Dealer Agreements and the Dealer Assignments; (g5) all of items contained in the Seller’s rightReceivable Files related to such Receivables and any and all other documents that such Seller keeps on file in accordance with its customary procedures relating to such Receivables, title and interest in its rights and benefits, but none of its obligations the Obligors or burdens, under the Sale Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments related Financed Vehicles; and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i6) all proceeds and investments with of any of the foregoing, all present and future claims, demands, causes and choses in action in respect to items 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 (acollectively, the "Other Conveyed Property"). (b) through (h). It is the intention of each Seller and the Seller Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the such Seller to the Trust Purchaser and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the such Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the such Seller under any bankruptcy law. In the event thatIf, notwithstanding the intent of such Seller or the SellerPurchaser, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, such Seller hereby grants a first priority security interest to the Purchaser in the Receivables and the Other Conveyed Property and this Agreement shall constitute a grant of security agreement. (c) In consideration for the Receivables and the Other Conveyed Property sold to the Purchaser as described in Section 2(a), the Purchaser shall, on the Closing Date, deliver to each Seller a security interest Non-Negotiable Term Note in the property referred form attached as Exhibit A in an amount equal to in this Section the aggregate principal balance as of the Cutoff Date for the benefit Receivables being sold by each such Seller. (d) The conveyance of the Noteholders Receivables and the InsurerOther Conveyed Property shall take place at a closing (the "Closing") at the offices of Xxxxx, Xxxxx & Xxxxx, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 on the Closing Date.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the net proceeds from the sale of the Notes and certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to, whether now owned or existing or hereafter acquired or arising: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement, including the Seller’s rights under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (hg); and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates Certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies or other insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer its rights against Dealers pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementAgreements; (e) its rights to receive proceeds from Liquidated Receivables; (f) all rights under any Service Contracts on the related Financed Vehicles; (fg) the related Receivable Receivables Files; (gh) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement; (h) , including all rights of the Seller’s (a) AccountsSeller under the Purchase Agreement, (b) Chattel Paperin respect of the delivery requirements, (c) Documentsrepresentations and warranties of, (d) Instruments the indemnification from, and (e) General Intangibles (as such terms are defined in the UCC) relating to cure and repurchase obligations of Mercury Finance under the property described in (a) through (h)Purchase Agreement; and (i) the proceeds of any and all proceeds and investments with respect to items (a) through (h)of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust Issuer, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, 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, the parties intend that Seller shall have granted and Seller does hereby grant to the Issuer a first priority security interest in all of Seller's right, title, and interest in and to the Receivables, all monies received in respect thereof after the Cutoff Date and the Other Conveyed Property, and that this Agreement shall constitute a grant of security agreement under applicable law. Prior to the Closing Date or promptly thereafter, the Seller shall cause to be filed, as a security interest in precautionary filing, a UCC financing statement covering the property referred subject to in this Section for the benefit of the Noteholders such transfer and the Insurerassignment.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSecurities, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (a) the Initial Receivables listed in Schedule A hereto and all moneys monies received thereon thereunder after the Initial Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Initial Receivables after the Initial Cutoff Date; (b) the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the Non-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles securing the Initial Receivables or the Obligors and any proceeds from the liquidation of the Receivablesthereunder; (d) any all proceeds from any Receivable repurchased by a Dealer pursuant recourse against Dealers or Consumer Lenders with respect to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementInitial Receivables; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Receivables Purchase Agreement, including a direct right to cause CPS to purchase Initial 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 Financed Vehicles securing the Initial Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle or an Obligor’s obligations with respect to an Initial Receivable or a Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; (g) the Receivable File related to each Initial Receivable; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described in (a) through (h); andCollection Account, the Lockbox Account, the Pre-Funding Account, the Series 2011-C Spread Account and the Principal Distribution Account; (i) all proceeds and investments with respect property (including the right to items (areceive future Net Liquidation Proceeds) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition secures an Initial Receivable that has been acquired by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent on behalf of CPS or the Seller, pursuant to a liquidation of such Receivable; and (j) all present and future claims, demands, causes and choses in action in respect of any or all of the transfer foregoing and assignment contemplated hereby is held by a court all payments on or under and all proceeds of competent jurisdiction not 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 be a salepayment of any and every kind and other forms of obligations and receivables, this Agreement shall instruments and other property which at any time constitute a grant all or part of a security interest or are included in the property referred to in this Section for the benefit proceeds of any of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. Each of JPMorgan Chase Bank and Chase USA does hereby transfer, assign, set over, and otherwise convey to the Trust for the benefit of the Certificateholders, without recourse, all of its right, title and interest in and to (i) the Receivables existing as of the Cut-Off Date and thereafter created and arising in connection with the Accounts (other than Additional Accounts), (ii) all monies due or to become due with respect to such Receivables, (iii) all proceeds of such Receivables, (iv) Insurance Proceeds relating to such Receivables, (v) Recoveries, (vi) Interchange and (vii) each of the Trust Accounts. Notwithstanding anything in this Pooling and Servicing Agreement to the contrary, it is the intention of the parties hereto to treat the transfer, assignment, set over, and conveyance to the Trust of all of the Transferor’s right, title and interest in and to (i) the Receivables existing as of the Cut-Off Date and thereafter created and arising in connection with the Accounts (other than Additional Accounts), (ii) all monies due or to become due with respect to such Receivables, (iii) all proceeds of such Receivables, (iv) Insurance Proceeds relating to such Receivables, (v) Recoveries and (vi) Interchange as a sale, and not as a secured borrowing, for accounting (but not for tax) purposes. In consideration connection with such transfer, assignment, set-over and conveyance, each of JPMorgan Chase Bank and Chase USA agrees to file, at its own expense, a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the Receivables now existing and hereafter created for the perfection of a security interest (as defined in the UCC) in accounts and general intangibles (as defined in Section 9-102(a)(2) and (a)(42), respectively, of the UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect such security interest in favor of the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence at such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing) to the Trustee on or prior to the date of issuance of the Certificates, and in the case of any continuation statements filed pursuant to this Section 2.1, as soon as practicable after receipt thereof by the Transferor. It is understood and agreed that the description of collateral set forth in such financing statements will include all credit card accounts of the Transferor. Upon receipt of written request from the Transferor to release the receivables in such credit card accounts as are specified in such request, the Trustee is hereby authorized and hereby agrees to execute promptly, UCC-3 amendments or releases, releasing such credit card accounts; provided, however, that except as permitted pursuant to Section 2.7, no such release shall apply to the Accounts, including any Additional Accounts. In addition, the Trustee is hereby authorized to execute such intercreditor or other agreements as may be requested in writing by the Transferor in connection with the foregoing; provided, however, that except as permitted pursuant to Section 2.7, no such intercreditor agreements shall apply to the Accounts, including any Additional Accounts, or any Receivables in such Accounts or Additional Accounts. 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. In connection with such transfer, the Transferor agrees, at its own expense, on or prior to the Initial Closing Date (i) to indicate in its computer files that Receivables created in connection with the Accounts have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Receivable balance as of the Cut-Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Transferor further agrees not to remove such indication in the file referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a Removed Account or a Defaulted Account. The Transferor hereby grants to the Trust for the benefit of the Certificateholders a security interest in all of the Transferor’s delivery right, title and interest in, to and under the Receivables existing as of the Cut-Off Date and thereafter created and arising in connection with the Accounts (other than Additional Accounts), all moneys due or to become due with respect to such Receivables, all proceeds of such Receivables and all Insurance Proceeds relating to such Receivables, all Recoveries, Interchange and all proceeds thereof and each of the Trust Accounts to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder or to be issued pursuant to this Agreement and the interest accrued at the related Certificate Rate, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the request of the Transferor, the Trustee shall cause Certificates in authorized denominations evidencing interests in the Trust to be duly authenticated and delivered to or upon the order of the Seller on Transferor pursuant to Section 6.2. Notwithstanding anything else in this Agreement to the Closing Date contrary, it is understood and agreed that the ownership interest or lien conveyed or granted by JPMorgan Chase Bank, as Transferor, to the Trustee in Receivables and other property under the Original Pooling and Servicing Agreement shall remain in full force and effect and shall in no way be affected by the amendment and restatement of the Notes Original Pooling and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of Servicing Agreement by this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trust, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller parties hereto that all transfers of Receivables to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the Delaware Act whether such transfers were made prior to or after the date that the transfer Delaware Act became applicable thereto, and assignment contemplated each of the parties hereto agrees that this Agreement has been entered into by the parties hereto in express reliance on the Delaware Act. For the purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be transferred, in whole or in part, by Chase USA pursuant to this Agreement shall constitute a sale be deemed to no longer be the property, assets or rights of Chase USA. Each of the Receivables parties hereto acknowledges and Other Conveyed Property from agrees that each such transfer is occurring in connection with a “securitization transaction” within the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part meaning of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the InsurerDelaware Act.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller Depositor on the Closing Date of the Notes and certificates the Certificates and the other amounts to be distributed from time to time to the Seller order of the Depositor in accordance with the terms of this Agreement, the Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein)recourse, all right, title and interest of the Seller Depositor in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Originator or the Depositor in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a the right to cause the related Dealer or Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or an Auto Loan Purchase and Sale Agreement, respectively, as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement, respectively; (e) all rights under any rights, if any, to refunds for the costs of Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s Depositor's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement;, including the Depositor's rights under the Purchase Agreement, to enforce the delivery requirements, representations and warranties and the cure and repurchase obligations of Triad under the Purchase Agreement; and (h) the proceeds of any and all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h)foregoing. It is the intention of the Seller Depositor that the transfer and assignment contemplated by this Agreement shall constitute constitutes a sale of the Receivables and Other Conveyed Property from the Seller Depositor to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall will not be part of the Seller’s Depositor's estate in the event of the filing of a bankruptcy petition by or against the Seller Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the SellerDepositor, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall will constitute a grant by the Depositor of a security interest in all of its right, title and interest, whether now owned or existing or hereafter acquired or arising, in the property referred to in this Section to the Issuer for the benefit of the Indenture Trustee, the Noteholders [and the Insurer].

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to to, or upon the order of, Seller, of Notes and Certificates in aggregate principal amounts equal to the Seller on the Closing Date initial principal amounts of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreementinitial Certificate Balance, the respectively, Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (recourse, subject to the obligations set forth herein)herein (collectively, the "Trust Property"): (a) all right, title and interest of the Seller in and to: (a) to the Receivables Receivables, and all moneys received thereon after the Cutoff Date; (b) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed VehiclesVehicles and any other property that shall secure the Receivables; (c) the interest of Seller in any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies Insurance Policies covering Financed Vehicles or the Obligors and or from claims under any proceeds from the liquidation of the Receivableslender'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 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 Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; , (eii) all a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under any Service Contracts on the related Financed VehiclesDealer Agreements; (f) all right, title and interest in all funds on deposit from time to time in the related Receivable FilesCertificate Distribution Account and the Trust Accounts, and in all investments and proceeds thereof (but excluding all investment income thereon); (g) all of the Seller’s right, title and interest in its rights and benefitsof Seller under each Purchase Agreement, but none including the right of its obligations or burdens, under the Sale AgreementSeller to cause a Seller Affiliate to repurchase Receivables from Seller; (h) all right, title and interest of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined Seller in the UCC) any instrument or document relating to the property described in (a) through (h)Receivables; and (i) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Issuer of any obligation of any Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller Affiliates to the Trust and Obligors, the beneficial interest Dealers or any other Person in and title to connection with the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by other assets and properties conveyed hereunder or against the Seller under any bankruptcy law. In the event thatagreement, 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 for the benefit of the Noteholders and the Insurerdocument or instrument related thereto.

Conveyance of Receivables. In consideration con- sideration of the Trust’s Trustee's delivery to to, or upon the order of of, the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time Certificates in an aggregate amount equal to the Seller in accordance with the terms of this AgreementOriginal Pool Balance, the Seller does hereby irrevocably sell, transfer, assign, set over assign and otherwise convey to the TrustTrustee, in trust for the benefit of the Certificate- holders, without recourse (subject to the obligations set forth herein), ): (i) all right, title title, and interest of the Seller in and to: (a) to the Receivables listed in Schedule A hereto and all moneys received thereon monies paid thereon, on or after the Cutoff Date; (bii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other accessions thereto; (iii) the interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life life, credit disability or disability other insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the ReceivablesObligors; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (eiv) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest of the Seller in its rights and benefitsto the Purchase Agreement, but none including the right of its obligations or burdens, the Seller to cause Nissan Motor Acceptance Corporation to repurchase Receivables from the Seller under the Sale Agreementcertain circumstances; (hv) the interest of the Seller in Dealer Recourse; (vi) the interest of the Seller in certain rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date; (vii) all right, title and interest of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments Seller under the Yield Supplement Agreement and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)Custody and Pledge Agreement; and (iviii) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSecurities, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (a) the Initial Receivables listed in Schedule A hereto and all moneys monies received thereon thereunder after the Initial Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Initial Receivables after the Initial Cutoff Date; (b) the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the Lien Certificates with respect to such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles securing the Initial Receivables or the Obligors and any proceeds from the liquidation of the Receivablesthereunder; (d) any all proceeds from any Receivable repurchased by a Dealer pursuant recourse against Dealers or CPS with respect to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementInitial Receivables; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Receivables Purchase Agreement, including a direct right to cause CPS to purchase Initial 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 Financed Vehicles securing the Initial Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle or an Obligor’s obligations with respect to an Initial Receivable or a Financed Vehicle and any recourse to Dealers or CPS for any of the foregoing; (g) the Receivable File related to each Initial Receivable; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described in (a) through (h); andCollection Account, the Lockbox Account, the Pre-Funding Account, the Series 2016-B Spread Account and the Principal Distribution Account; (i) all proceeds and investments with respect property (including the right to items (areceive future Net Liquidation Proceeds) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition secures an Initial Receivable that has been acquired by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent on behalf of CPS or the Seller, pursuant to a liquidation of such Receivable; and (j) all present and future claims, demands, causes and choses in action in respect of any or all of the transfer foregoing and assignment contemplated hereby is held by a court all payments on or under and all proceeds of competent jurisdiction not 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 be a salepayment of any and every kind and other forms of obligations and receivables, this Agreement shall instruments and other property which at any time constitute a grant all or part of a security interest or are included in the property referred to in this Section for the benefit proceeds of any of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSecurities, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (a) the Initial Receivables listed in Schedule A hereto and all moneys monies received thereon thereunder (other than the Additional Servicing Compensation) after the Initial Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Initial Receivables after the Initial Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the Non-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles securing the Initial Receivables or the Obligors and any proceeds from the liquidation of the Receivablesthereunder; (d) any all proceeds from any Receivable repurchased by a Dealer pursuant recourse against Dealers or Consumer Lenders with respect to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementInitial Receivables; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right's rights, title and interest in its rights and benefits, but none of its obligations or burdens, burdens under the Sale Receivables Purchase Agreement, including a direct right to cause CPS to purchase Initial 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 Financed Vehicles securing the Initial Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle under an Initial Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; (g) the Receivable File related to each Initial Receivable; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h). It is Collection Account, the intention of Pre-Funding Account, the Seller that Capitalized Interest Account, the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust Lockbox Account and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.Note Distribution Account;

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller on the Closing Date of (x) the Notes net proceeds from the sale of the Notes, (y) the Certificates and certificates and (z) the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), all right, title and interest of the Seller in and to: (a) the Receivables Receivables, all monies representing interest payments and principal payments received thereunder on and after the Cutoff Date and, with respect to Precomputed Receivables, all moneys monies representing interest and principal payments received thereon thereunder prior to the Cutoff Date that are due on or after the Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed VehiclesReceivables Files; (f) the related Receivable Files; (g) all of the Seller’s 's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement; (h) all , including the delivery requirements, the representations and warranties and the cure and repurchase obligations of Franklin Capital under the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)Purchase Agreement; and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller Depositor on the Closing Date of the Notes and certificates and the other amounts to be distributed from time to time to the Seller order of the Depositor in accordance with the terms of this Agreement, the Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein)recourse, all right, title and interest of the Seller Depositor in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Originator or the Depositor in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a the right to cause the related Dealer or Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or an Auto Loan Purchase and Sale Agreement, respectively, as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement, respectively; (e) all rights under any rights, if any, to refunds for the costs of Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s Depositor's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement;, including the Depositor's rights under the Purchase Agreement, to enforce the delivery requirements, representations and warranties and the cure and repurchase obligations of Triad under the Purchase Agreement; and (h) the proceeds of any and all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h)foregoing. It is the intention of the Seller Depositor that the transfer and assignment contemplated by this Agreement shall constitute constitutes a sale of the Receivables and Other Conveyed other Trust Property from the Seller Depositor to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed other Trust Property shall will not be part of the Seller’s Depositor's estate in the event of the filing of a bankruptcy petition by or against the Seller Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the SellerDepositor, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall will constitute a grant of a security interest in the property referred to in this Section to the Issuer for the benefit of the Indenture Trustee, the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the Trust’s Trustee's delivery to or upon the order of the Seller on Depositor of Class A Certificates with a Certificate Balance equal to the Closing Date of Original Pool Balance, Class I Certificates representing in the Notes and certificates aggregate the Original Notional Principal Amount and the amounts to be distributed from time to time to Class IC Certificate the Seller in accordance with the terms of this Agreement, the Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to the TrustTrustee, in trust for the benefit of the Certificateholders and the Surety Bond Issuer, without recourse (subject to the obligations set forth herein), ): (i) all right, title title, and interest of the Seller Depositor in and to: (a) to the Receivables and all moneys received thereon after the Cutoff Datelisted in Schedule A hereto; (bii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed VehiclesReceivables; (ciii) any Liquidation Proceeds and any proceeds and the right to receive proceeds with respect to the Receivables from claims or refunds of premiums on any physical damage, lender's collateral protection, credit life or life, disability and hospitalization insurance policies covering Financed Vehicles or Obligors and Obligors; (iv) funds deposited in the Certificate Account; (v) the interest of the Depositor in any proceeds from the liquidation of recourse to Dealers relating to the Receivables; (dvi) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty all documents contained in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (gvii) all monies paid on the Receivables, and all monies due thereon, after the Cutoff Date with respect to the Receivables held by the Servicer (excluding, however, the interest components of the Seller’s right, title and interest in its rights and benefits, but none Scheduled Payments during the initial Collection Period less the product of its obligations or burdens, under the Sale Agreement; (hx) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments 2 divided by 30 and (ey) General Intangibles (as such terms are defined in the UCC) relating scheduled monthly interest on the Receivables for the first Distribution Date), which amount will be deemed to be $13,350,000 for the month of January 1997, subject to adjustment pursuant to the property described in (a) through (hprovisions of Section 9.04(a); and (iviii) all rights of the Depositor under the Purchase Agreement, including without limitation the rights of the Depositor pursuant to Section 3.03 thereof to require CTL to repurchase any Receivables as to which there has been a breach of the representations and warranties contained therein; (ix) the benefits of the Surety Bond; and (x) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer foregoing. The Depositor does hereby further assign, convey, pledge and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in (i) the property referred funds on deposit from time to time in this Section the Spread Account; (ii) all Eligible Investments purchased with funds deposited in the Spread Account; (iii) any and all other right, title and interest, including any beneficial interest the Depositor may have in the Certificate Account, the Spread Account and the funds deposited therein, and (iv) any proceeds of any of the foregoing, to the Trustee and for the benefit of the Noteholders and Certificateholders to secure amounts payable to Certificateholders as provided under this Agreement. The Depositor does not convey to the InsurerTrustee any interest in any contracts with Dealers related to any "dealer reserve" or any rights to the recapture of any dealer reserve.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to to, or upon the order of, Seller of Notes and Certificates, in aggregate principal amounts equal to the Seller on the Closing Date initial principal amounts of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreementinitial Certificate Balance, the respectively, Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (recourse, subject to the obligations set forth herein)herein (collectively, the "Trust Property"): (a) all right, title and interest of the Seller in and to: (a) to the Receivables Receivables, and all moneys received thereon after the Cutoff Date; (b) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed VehiclesVehicles and any other property that shall secure the Receivables; (c) the interest of Seller in any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies Insurance Policies covering Financed Vehicles or the Obligors and or from claims under any proceeds from the liquidation of the Receivableslender'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 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 Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; , (eii) all a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under any Service Contracts on the related Financed VehiclesDealer Agreements; (f) all right, title and interest in all funds on deposit from time to time in the related Receivable FilesCertificate Distribution Account and the Trust Accounts, and in all investments and proceeds thereof (but excluding all investment income thereon); (g) all of the Seller’s right, title and interest in its rights and benefitsof Seller under each Purchase Agreement, but none including the right of its obligations or burdens, under Seller to cause the Sale AgreementTransferor to repurchase Receivables from Seller; (h) all right, title and interest of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined Seller in the UCC) any instrument or document relating to the property described in (a) through (h)Receivables; and (i) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Issuer of any obligation of any Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller Affiliates to the Trust and Obligors, the beneficial interest Dealers or any other Person in and title to connection with the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by other assets and properties conveyed hereunder or against the Seller under any bankruptcy law. In the event thatagreement, 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 for the benefit of the Noteholders and the Insurerdocument or instrument related thereto.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to to, or upon the order of, Seller of Notes and Certificates, in aggregate principal amounts equal to the Seller on the Closing Date initial principal amounts of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreementinitial Certificate Balance, the respectively, Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (recourse, subject to the obligations set forth herein)herein (collectively, the "Trust Property"): (a) all right, title and interest of the Seller in and to: (a) to the Receivables Receivables, and all moneys received thereon after the Cutoff Date; (b) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed VehiclesVehicles and any other property that shall secure the Receivables; (c) the interest of Seller in any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies Insurance Policies covering Financed Vehicles or the Obligors and or from claims under any proceeds from the liquidation of the Receivableslender'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 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 Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; , (eii) all a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under any Service Contracts on the related Financed VehiclesDealer Agreements; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights all funds on deposit from time to time in the Certificate Distribution Account and benefits, but none of its obligations or burdens, under the Sale Agreement; (h) all of the Seller’s (a) Trust Accounts, and in all investments and proceeds thereof (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (hbut excluding all investment income thereon); and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.;

Conveyance of Receivables. In consideration of the Trust’s Purchaser's delivery to or upon the order of the Seller on the Closing any Funding Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementPurchase Price therefor, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustPurchaser, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (ai) the Receivables listed in the Schedule of Receivables from time to time; (ii) all monies received under the Receivables on and after the related Cutoff Date and all moneys Net Liquidation Proceeds received thereon with respect to the Receivables after the related Cutoff Date; (biii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables related Contracts and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Receivables 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; (civ) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life Receivables Insurance Policies or disability insurance policies covering certificates relating to the Financed Vehicles securing the Receivables or the Obligors and any thereunder; (v) all proceeds from the liquidation of recourse against Dealers with respect to the Receivables; (dvi) any proceeds from any refunds for the costs of extended service contracts with respect to Financed Vehicles securing Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle under a Receivable repurchased by a Dealer pursuant or his or her obligations with respect to a Dealer Agreement as a result Financed Vehicle and any recourse to Dealers for any of a breach of representation or warranty in the related Dealer Agreementforegoing; (evii) the Receivable File related to each Receivable and all rights under any Service Contracts other documents that the Seller keeps on file in accordance with its customary procedures relating to the related Receivables for Obligors of the Financed Vehicles; (fviii) all amounts and property from time to time held in or credited to the related Receivable FilesCollection Account or the Lockbox Account; (gix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable that has been acquired by or on behalf of the Seller’s right, title and interest in its rights and benefits, but none Purchaser pursuant to a liquidation of its obligations or burdens, under the Sale Agreementsuch Receivable; (hx) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)each TFC Assignment; and (ixi) all proceeds present and investments with future claims, demands, causes and choses in action in respect to items (a) through (h). It is the intention of any or all of the Seller that the transfer foregoing and assignment contemplated by this Agreement shall constitute a sale all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the Receivables 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 Other Conveyed Property from the Seller to the Trust every kind and the beneficial interest in other forms of obligations and title to the Receivables receivables, instruments and the Other Conveyed Property shall not be other property which at any time constitute all or part of the Seller’s estate or are included in the event proceeds of any of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to to, or upon the order of, Seller of Notes and Certificates, in aggregate principal amounts equal to the Seller on the Closing Date initial principal amounts of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreementinitial Certificate Balance, the respectively, Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (recourse, subject to the obligations set forth herein)herein (collectively, the "Trust Property"): (a) all right, title and interest of the Seller in and to: (a) to the Receivables Receivables, and all moneys received thereon on or after the Cutoff Date; (b) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed VehiclesVehicles and any other property that shall secure the Receivables; (c) the interest of Seller in any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies Insurance Policies covering Financed Vehicles or the Obligors and or from claims under any proceeds from the liquidation of the Receivableslender's single interest insurance policy naming Initial Seller as an insured; (d) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (e) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; , (eii) all a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under any Service Contracts on the related Financed VehiclesDealer Agreements; (f) all right, title and interest in all funds on deposit from time to time in the related Receivable FilesCertificate Distribution Account and the Trust Accounts, and in all investments and proceeds thereof (but excluding all investment income thereon); (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, Seller under the Sale Purchase Agreement, including the right of Seller to cause the Initial Seller to repurchase Receivables from Seller; (h) all right, title and interest of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined Seller in the UCC) any instrument or document relating to the property described in (a) through (h)Receivables; and (i) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer foregoing. The sale, transfer, assignment, setting over and assignment contemplated conveyance made hereunder shall not constitute and is not intended to result in an assumption by this Agreement shall constitute a sale Issuer of any obligation of the Receivables and Other Conveyed Property from the Initial SALE AND SERVICING AGREEMENT 2 Seller to the Trust and Obligors, the beneficial interest Dealers or any other Person in and title to connection with the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by other assets and properties conveyed hereunder or against the Seller under any bankruptcy law. In the event thatagreement, 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 for the benefit of the Noteholders and the Insurerdocument or instrument related thereto.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to to, or upon the order of, Seller of Notes and Certificates, in aggregate principal amounts equal to the Seller on the Closing Date initial principal amounts of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreementinitial Certificate Balance, the respectively, Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (recourse, subject to the obligations set forth herein)herein (collectively, the "Trust Property"): (a) all right, title and interest of the Seller in and to: (a) to the Receivables Receivables, and all moneys received thereon after the Cutoff Date; (b) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed VehiclesVehicles and any other property that shall secure the Receivables; (c) the interest of Seller in any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies Insurance Policies covering Financed Vehicles or the Obligors and or from claims under any proceeds from the liquidation of the Receivableslender'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 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 Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; , (eii) all a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under any Service Contracts on the related Financed VehiclesDealer Agreements; (f) all right, title and interest in all funds on deposit from time to time in the related Receivable FilesCertificate Distribution Account and the Trust Accounts, and in all investments and proceeds thereof (but excluding all investment income thereon); (g) all of the Seller’s right, title and interest in its rights and benefitsof Seller under each Purchase Agreement, but none including the right of its obligations or burdens, under the Sale AgreementSeller to cause a Seller Affiliate to repurchase Receivables from Seller; (h) all right, title and interest of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined Seller in the UCC) any instrument or document relating to the property described in (a) through (h)Receivables; andand SALE AND SERVICING AGREEMENT (i) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Issuer of any obligation of any Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller Affiliates to the Trust and Obligors, the beneficial interest Dealers or any other Person in and title to connection with the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by other assets and properties conveyed hereunder or against the Seller under any bankruptcy law. In the event thatagreement, 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 for the benefit of the Noteholders and the Insurerdocument or instrument related thereto.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to to, or upon the order of, Seller of Notes and Certificates, in aggregate principal amounts equal to the Seller on the Closing Date initial principal amount of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreementinitial Certificate Balance, the respectively, Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (recourse, subject to the obligations set forth herein)herein (collectively, the "Trust Property"): (a) all right, title and interest of the Seller in and to: (a) to the Receivables Receivables, and all moneys received thereon [on or] after the Cutoff Date; (b) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed VehiclesVehicles and any other property that shall secure the Receivables; (c) the interest of Seller in any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies Insurance Policies covering Financed Vehicles or the Obligors and or from claims under any proceeds from the liquidation of the Receivableslender'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 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 Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; , (eii) all a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under any Service Contracts on the related Financed VehiclesDealer Agreements; (f) all right, title and interest in all funds on deposit from time to time in the related Receivable FilesCertificate Distribution Account and the Trust Accounts, and in all investments and proceeds thereof (but excluding all investment income thereon); (g) all of the Seller’s right, title and interest in its rights and benefitsof Seller under each Purchase Agreement, but none including the right of its obligations or burdens, under the Sale AgreementSeller to cause a Seller Affiliate to repurchase Receivables from Seller; (h) all right, title and interest of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined Seller in the UCC) any instrument or document relating to the property described in (a) through (h)Receivables; and (i) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Issuer of any obligation of any Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller Affiliates to the Trust and Obligors, the beneficial interest Dealers or any other Person in and title to connection with the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by other assets and properties conveyed hereunder or against the Seller under any bankruptcy law. In the event thatagreement, 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 for the benefit of the Noteholders and the Insurerdocument or instrument related thereto.

Conveyance of Receivables. In consideration of the Trust’s Trustee's delivery of Certificates in an aggregate principal amount equal to the Original Pool Balance to or upon the written order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSeller, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustTrustee, in trust for the benefit of the Certificateholders, without recourse recourse, except as provided in Sections 2.5, 2.6 and 2.8 (subject to the obligations set forth herein), ): (i) all right, title and interest of the Seller in and to: (a) to the Receivables listed in Schedule A hereto and, with respect to Rule of 78's Receivables, all monies due or to become due thereon after the Cutoff Date (including Scheduled Payments due after the Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Seller or CPS on or before the Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the Cutoff Date and all moneys Liquidation Proceeds and Recoveries received thereon with respect to such Receivables after the Cutoff Date; (bii) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; (ciii) all right, title and interest of the Seller in and to any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles or Obligors and any proceeds from the liquidation of the ReceivablesObligors; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (eiv) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest of the Seller in its rights and benefitsto the Purchase Agreement, but none of its obligations or burdens, including a direct right to cause CPS to purchase Receivables from the Trust under the Sale Agreementcertain circumstances; (hv) all right, title and interest of the Seller’s Seller in and to refunds for the costs of extended service contracts with respect to Financed Vehicles, 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 his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (avi) Accounts, the Receivable File related to each Receivable; (bvii) Chattel Paper, (c) Documents, (d) Instruments all amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described in (a) through (h)Collection Account, the Lock-Box Account, the Policy Payments Account or the Certificate Account; and (iviii) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from foregoing. In addition, the Seller shall cause the Policy to be issued to and delivered to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the InsurerCertificateholders.

Conveyance of Receivables. In consideration of the Trust’s Trustee's delivery of Certificates in an aggregate principal amount equal to the Original Pool Balance to or upon the written order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementDepositor, the Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to the TrustTrustee, in trust for the benefit of the Certificateholders, without recourse recourse: (subject to the obligations set forth herein), i) all right, title and interest of the Seller Depositor in and to: (a) to the Receivables listed in Schedule A hereto and, with respect to Rule of 78's Receivables, all monies due or to become due thereon after the Cutoff Date (including Scheduled Payments due after the Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the Depositor or CPS on or before the Cutoff Date) and, with respect to Simple Interest Receivables, all monies received thereunder after the Cutoff Date and all moneys Liquidation Proceeds and Recoveries received thereon with respect to such Receivables after the Cutoff Date; (bii) all right, title and interest of the Depositor in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Depositor in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the State of Michigan, all other evidence of ownership with respect to such Financed Vehicles; (ciii) all right, title and interest of the Depositor in and to any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles or Obligors and any proceeds from the liquidation of the ReceivablesObligors; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (eiv) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest of the Depositor in its rights and benefitsto the Purchase Agreements, but none of its obligations or burdens, including a direct right to cause CPS to purchase Receivables from the Trust under the Sale Agreementcertain circumstances; (hv) all right, title and interest of the Seller’s Depositor in and to refunds for the costs of extended service contracts with respect to Financed Vehicles securing 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 his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (avi) Accounts, the Receivable File related to each Receivable; (bvii) Chattel Paper, (c) Documents, (d) Instruments all amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described Collection Account, the Lock-Box Account, the Policy Payments Account or the Certificate Account; (viii) all right, title, and interest of the Depositor in (a) through (h)any recourse against the Dealers with respect to the sale of the Receivables; and (iix) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that foregoing. In addition, the transfer Depositor shall cause the Policy to be issued to and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller delivered to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the InsurerClass A Certificateholders.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSecurities, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (a) the Receivables listed in Schedule A hereto and all moneys monies received thereon thereunder after the Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Receivables after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the Non-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles securing the Receivables or the Obligors and any proceeds from the liquidation of the Receivablesthereunder; (d) any all proceeds from any Receivable repurchased by a Dealer pursuant recourse against Dealers or Consumer Lenders with respect to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementReceivables; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Receivables 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 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 recourse to Dealers or Consumer Lenders for any of the foregoing; (g) the Receivable File related to each Receivable; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described in (a) through (h); andCollection Account, the Lockbox Account, the Series 2011-B Spread Account and the Principal Distribution Account; (i) all proceeds and investments with respect property (including the right to items (areceive future Net Liquidation Proceeds) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute secures a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition Receivable that has been acquired by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent on behalf of CPS or the Seller, pursuant to a liquidation of such Receivable; and (j) all present and future claims, demands, causes and choses in action in respect of any or all of the transfer foregoing and assignment contemplated hereby is held by a court all payments on or under and all proceeds of competent jurisdiction not 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 be a salepayment of any and every kind and other forms of obligations and receivables, this Agreement shall instruments and other property which at any time constitute a grant all or part of a security interest or are included in the property referred to in this Section for the benefit proceeds of any of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. In consideration of the Trust’s Trustee's delivery to of Certificates to, or upon the written order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to of, the Seller in accordance with an aggregate principal amount equal to the terms of this AgreementOriginal Pool Balance, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trustee on behalf of the Trust, in trust for the benefit of the Certificateholders, without recourse and (subject to the obligations set forth contained herein), ): (1) all right, title and interest of the Seller in and to: (a) to the Receivables listed in Schedule I hereto and all moneys monies received thereon on or after the Cutoff DateDate and all Liquidation Proceeds received with respect to such Receivables; (b2) all right, title and interest of the Seller in and to the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed Vehicles, including, without limitation, the certificates of title with respect to Financed Vehicles; (c3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damageall, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest of the Seller in its rights and benefitsto any proceeds from claims on any Insurance Policies covering the Receivables, but none of its obligations the Financed Vehicles or burdens, under the Sale AgreementObligors; (h4) all right, title and interest of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments Seller in and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described Purchase Agreement, including a direct right to cause Asta Funding to purchase Receivables from the Trust under certain circumstances; (5) all right, title and interest of the Seller in and to refunds of unearned premiums with respect to any Insurance Policies covering the Receivable, an Obligor or the Financed Vehicle or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (a6) through the Receivables File related to each Receivable; (h)7) the Reserve Account, the Simple Interest Differential Account, the Collection Account, the Lock-Box Account, the Certificate Account and all monies on deposit therein; and (i) 8) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale foregoing. The Trustee, on behalf of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in Certificateholders, acknowledges and title agrees that the Seller and any successor is the holder of the Excess Interest, that such Excess Interest is not Trust Property and, subject to the Receivables terms and the Other Conveyed Property shall not be part provisions of the Seller’s estate in the event of the filing of a bankruptcy petition by or against this Agreement, that the Seller under or any bankruptcy law. In successor shall be entitled to receive all distributions of amounts in respect thereof pursuant to Section 5.5(d), subject to the event that, 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 for the benefit of the Noteholders and the Insurerlimitation therein.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to to, or upon the order of, Seller of Notes and Certificates, in aggregate principal amounts equal to the Seller on the Closing Date initial principal amounts of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreementinitial Certificate Balance, the respectively, Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (recourse, subject to the obligations set forth herein)herein (collectively, the "Trust Property"): (a) all right, title and interest of the Seller in and to: (a) to the Receivables Receivables, and all moneys received thereon after the Cutoff Date; (b) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed VehiclesVehicles and any other property that shall secure the Receivables; (c) the interest of Seller in any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies Insurance Policies covering Financed Vehicles or the Obligors and or from claims under any proceeds from the liquidation of the Receivableslender'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 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 Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; , (eii) all a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under any Service Contracts on the related Financed VehiclesDealer Agreements; (f) all right, title and interest in all funds on deposit from time to time in the related Receivable FilesCertificate Distribution Account and the Trust Accounts, and in all investments and proceeds thereof (but excluding all investment income thereon); (g) all of the Seller’s right, title and interest in its rights and benefitsof Seller under each Purchase Agreement, but none including the right of its obligations or burdens, under Seller to cause the Sale AgreementTransferor to repurchase Receivables from Seller; (h) all right, title and interest of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined Seller in the UCC) any instrument or document relating to the property described in (a) through (h)Receivables; and (i) the proceeds of any and all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer foregoing. The sale, transfer, assignment, setting over and assignment contemplated conveyance made hereunder shall not constitute and is not intended to result in an assumption by this Agreement shall constitute a sale Issuer of any obligation of the Receivables and Other Conveyed Property from the Seller Transferor to the Trust and Obligors, the beneficial interest Dealers or any other Person in and title to connection with the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by other assets and properties conveyed hereunder or against the Seller under any bankruptcy law. In the event thatagreement, 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 for the benefit of the Noteholders and the Insurerdocument or instrument related thereto.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of (i) any Notes to be retained by the Seller on the Closing Date and (ii) the net proceeds from the sale of the Notes and certificates and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the Seller’s obligations set forth herein)) and the Issuer hereby purchases, all right, title and interest of the Seller in and to:to the following property, whether now owned or existing or hereafter acquired or arising (collectively, the “Conveyed Assets”): (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or Direct Lender Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Direct Lender Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of Exeter under the Purchase Agreement; (h) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section for the benefit of the Noteholders and the Insurer.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSecurities, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (a) the Receivables listed in Schedule A hereto and all moneys monies received thereon thereunder (other than the Additional Servicing Compensation) after the Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Receivables after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the Non-Certificated Title States, all other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles securing the Receivables or the Obligors and any proceeds from the liquidation of the Receivablesthereunder; (d) any all proceeds from any Receivable repurchased by a Dealer pursuant recourse against Dealers or Consumer Lenders with respect to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementReceivables; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right's rights, title and interest in its rights and benefits, but none of its obligations or burdens, burdens under the Sale Receivables 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 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 under a Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; (g) the Receivable File related to each Receivable; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described in (a) through (h); andCollection Account, the Lockbox Account and the Note Distribution Account; (i) all proceeds and investments with respect property (including the right to items (areceive future Net Liquidation Proceeds) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute secures a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition Receivable that has been acquired by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent on behalf of CPS or the Seller, pursuant to a liquidation of such Receivable; (j) the transfer proceeds of any and assignment contemplated hereby is held by a court all of competent jurisdiction not the foregoing; and (k) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, 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 be a salepayment of any and every kind and other forms of obligations and receivables, this Agreement shall instruments and other property which at any time constitute a grant all or part of a security interest or are included in the property referred to in this Section for the benefit proceeds of any of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller Depositor on the Closing Date of the Notes and certificates the Certificates and the other amounts to be distributed from time to time to the Seller order of the Depositor in accordance with the terms of this Agreement, the Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein)recourse, all right, title and interest of the Seller Depositor in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Originator or the Depositor in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a the right to cause the related Dealer or Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or an Auto Loan Purchase and Sale Agreement, respectively, as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement, respectively; (e) all rights under any rights, if any, to refunds for the costs of Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s Depositor's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement;, including the Depositor's rights under the Purchase Agreement, to enforce the delivery requirements, representations and warranties and the cure and repurchase obligations of Triad under the Purchase Agreement; and (h) the proceeds of any and all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h)foregoing. It is the intention of the Seller Depositor that the transfer and assignment contemplated by this Agreement shall constitute constitutes a sale of the Receivables and Other Conveyed Property from the Seller Depositor to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall will not be part of the Seller’s Depositor's estate in the event of the filing of a bankruptcy petition by or against the Seller Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the SellerDepositor, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall will constitute a grant of a security interest in the property referred to in this Section to the Issuer for the benefit of the Indenture Trustee, the Noteholders and the Insurer.

Conveyance of Receivables. (a) In consideration of the Trust’s Purchaser's delivery to or upon the order of the Seller on the Closing any Transfer Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementPurchase Price therefor, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustPurchaser, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (ai) the Receivables listed in the Schedule of Receivables from time to time; (ii) all monies received under the Receivables after the related Cutoff Date and all moneys Net Liquidation Proceeds received thereon with respect to the Receivables after the related Cutoff Date; (biii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to such Financed Vehicles in the Non-Certificated States, other evidence of title issued by the Department of Motor Vehicles or similar authority in such states with respect to such Financed Vehicles; (civ) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles securing the Receivables or the Obligors and any thereunder; (v) all proceeds from the liquidation of recourse against Dealers with respect to the Receivables; (dvi) any proceeds from any all refunds for the costs of extended service contracts with respect to Financed Vehicles securing Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle under a Receivable repurchased by a Dealer pursuant or his or her obligations with respect to a Dealer Agreement as a result Financed Vehicle and any recourse to Dealers for any of a breach of representation or warranty in the related Dealer Agreementforegoing; (evii) the Receivable File related to each Receivable and all rights under any Service Contracts other documents that the Seller keeps on file in accordance with its customary procedures relating to the related Receivables, for Obligors of the Financed Vehicles; (fviii) all amounts and property from time to time held in or credited to the related Receivable FilesCollection Account or the Lockbox Account; (gix) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable that has been acquired by or on behalf of the Seller’s right, title and interest in its rights and benefits, but none Purchaser pursuant to a liquidation of its obligations or burdens, under the Sale Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)Receivable; and (ix) all proceeds present and investments with future claims, demands, causes and choses in action in respect to items (a) through (h). It is the intention of any or all of the Seller that the transfer foregoing and assignment contemplated by this Agreement shall constitute a sale all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the Receivables 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 Other Conveyed Property from 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 Trust and the beneficial interest in and title to Purchaser the Receivables and the Other Conveyed Property 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 Transfer Date. In addition to constituting conditions precedent to any purchase hereunder and under each Assignment, the following shall also be conditions precedent to any Note Increase on any Transfer Date under the terms of the Indenture: (i) the Seller shall have provided the Trustee, the Insurer and the Rating Agencies with an Addition Notice substantially in the form of Exhibit I hereto (which shall include supplements to the Schedule of Receivables) not later than three 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, to the extent required by SECTION 4.2 of this Agreement, have deposited in the Collection Account all collections in respect of the Receivables to be purchased on such Transfer Date; (iii) as of each Transfer Date, (A) the Seller shall not be part insolvent and shall not become insolvent as a result of the Seller’s estate in transfer of Receivables on such Transfer Date, (B) the event 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 filing of Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) the Revolving Period shall not have been terminated; (v) the Servicer shall have established a bankruptcy petition by or against Lockbox Account acceptable to the Seller under Insurer; (vi) (A) on any bankruptcy law. In Transfer Date on and after which the event that, notwithstanding the intent Aggregate Principal Balance of the Receivables owned by Purchaser is less than $10,000,000; (1) the Aggregate Principal Balance of the Receivables (after giving effect to the purchase of Receivables on such Transfer Date) originated under the Seller's Delta Program shall not exceed $1,000,000 and (2) the Aggregate Principal Balance of the Receivables (after giving effect to the purchase of Receivables on such Transfer Date) having original terms greater than 60 months shall not exceed $3,000,000; PROVIDED, HOWEVER, that with respect to each Receivable having an original term greater than 60 months, 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 for the benefit related Financed Vehicle as of the Noteholders and the Insurer.date of origination was not more than 2 years old with less than 15,000 miles; and

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSecurities, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (a) the Initial Receivables listed in Schedule A hereto and all moneys monies received thereon thereunder after the Initial Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Initial Receivables after the Initial Cutoff Date; (b) the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the Lien Certificates with respect to such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles securing the Initial Receivables or the Obligors and any proceeds from the liquidation of the Receivablesthereunder; (d) any all proceeds from any Receivable repurchased by a Dealer pursuant recourse against Dealers or CPS with respect to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementInitial Receivables; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Receivables Purchase Agreement, including a direct right to cause CPS to purchase Initial 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 Financed Vehicles securing the Initial Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle or an Obligor’s obligations with respect to an Initial Receivable or a Financed Vehicle and any recourse to Dealers or CPS for any of the foregoing; (g) the Receivable File related to each Initial Receivable; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described in (a) through (h); andCollection Account, the Lockbox Account, the Pre-Funding Account, the Series 2016-C Spread Account and the Principal Distribution Account; (i) all proceeds and investments with respect property (including the right to items (areceive future Net Liquidation Proceeds) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition secures an Initial Receivable that has been acquired by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent on behalf of CPS or the Seller, pursuant to a liquidation of such Receivable; and (j) all present and future claims, demands, causes and choses in action in respect of any or all of the transfer foregoing and assignment contemplated hereby is held by a court all payments on or under and all proceeds of competent jurisdiction not 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 be a salepayment of any and every kind and other forms of obligations and receivables, this Agreement shall instruments and other property which at any time constitute a grant all or part of a security interest or are included in the property referred to in this Section for the benefit proceeds of any of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. In consideration of the TrustIssuer’s delivery to or upon the order of the Seller on the Closing Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementSecurities, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (a) the Initial Receivables listed in Schedule A hereto and all moneys monies received thereon thereunder after the Initial Cutoff Date and all Net Liquidation Proceeds and Recoveries received with respect to such Initial Receivables after the Initial Cutoff Date; (b) the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the Lien Certificates with respect to such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability and credit accident and health insurance policies covering or certificates relating to the Financed Vehicles securing the Initial Receivables or the Obligors and any proceeds from the liquidation of the Receivablesthereunder; (d) any all proceeds from any Receivable repurchased by a Dealer pursuant recourse against Dealers or Consumer Lenders with respect to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer AgreementInitial Receivables; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Receivables Purchase Agreement, including a direct right to cause CPS to purchase Initial 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 Financed Vehicles securing the Initial Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor or Financed Vehicle or an Obligor’s obligations with respect to an Initial Receivable or a Financed Vehicle and any recourse to Dealers or Consumer Lenders for any of the foregoing; (g) the Receivable File related to each Initial Receivable; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments amounts and (e) General Intangibles (as such terms are defined property from time to time held in the UCC) relating or credited to the property described in (a) through (h); andCollection Account, the Lockbox Account, the Pre-Funding Account, the Series 2015-A Spread Account and the Principal Distribution Account; (i) all proceeds and investments with respect property (including the right to items (areceive future Net Liquidation Proceeds) through (h). It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Trust and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition secures an Initial Receivable that has been acquired by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent on behalf of CPS or the Seller, pursuant to a liquidation of such Receivable; and (j) all present and future claims, demands, causes and choses in action in respect of any or all of the transfer foregoing and assignment contemplated hereby is held by a court all payments on or under and all proceeds of competent jurisdiction not 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 be a salepayment of any and every kind and other forms of obligations and receivables, this Agreement shall instruments and other property which at any time constitute a grant all or part of a security interest or are included in the property referred to in this Section for the benefit proceeds of any of the Noteholders and the Insurerforegoing.

Conveyance of Receivables. (a) In consideration of the TrustPurchaser’s delivery to or upon the order of the Seller on the Closing any Funding Date of the Notes and certificates and the amounts to be distributed from time to time to the Seller in accordance with the terms of this AgreementPurchase Price therefor, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the TrustPurchaser, without recourse (subject to the obligations set forth herein), ) all right, title and interest of the Seller in Seller, whether now existing or hereafter arising, in, to and tounder: (ai) the Receivables listed in Schedule A to each Assignment executed and delivered by the Seller on such Funding Date (including, without limitation, (A) all Scheduled Receivables Payments and other amounts received with respect to the Contracts from the opening of business on the day after the Cut-Off Date and (B) the right to service such Contracts); (ii) all monies received under the Receivables on and after the related Cutoff Date and all moneys Net Liquidation Proceeds received thereon with respect to the Receivables on and after the related Cutoff Date; (biii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables related Contracts and any other interest of the Seller in such Financed Vehicles, including, without limitation, the Lien Certificates with respect to such Financed Vehicles; (civ) all security deposits and other collateral provided by an Obligor as collateral security for its obligation under the related Contract; (v) any proceeds and from claims on any Receivables Insurance Policies or certificates relating to the right to receive Financed Vehicles securing the Receivables or the Obligors thereunder; (vi) all proceeds from recourse against Dealers with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation all other rights (but none of the Receivablesobligations) of the Seller arising out of or with respect to the Receivables under any agreements with Dealers; (dvii) any proceeds from any refunds for the costs of extended service contracts with respect to 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 under a Receivable repurchased by a Dealer pursuant or his or her obligations with respect to a Dealer Agreement as a result Financed Vehicle and any recourse to Dealers for any of a breach of representation or warranty in the related Dealer Agreementforegoing; (eviii) all rights under any Service Contracts instruments, chattel paper, Lien Certificates and other documents contained in the Receivables Files and Servicing Files relating to the Contracts, together with the Receivable File related to each Receivable and all other documents that the Seller keeps on file in accordance with its customary procedures relating to the related Receivables for Obligors of the Financed Vehicles; (fix) the related Receivable FilesData File and the Image File; (gx) all of amounts and property from time to time held in or credited to the Seller’s right, title and interest in its rights and benefits, but none of its obligations Collection Account or burdens, under the Sale AgreementLockbox Account; (hxi) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable that has been acquired by or on behalf of the SellerSeller or the Purchaser pursuant to a liquidation of such Receivable; (xii) the proceeds from any Servicer’s (a) Accountserrors and omissions policy or fidelity bond, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h)extent such proceeds relate to any Receivable, Financed Vehicle or other Collateral; and (ixiii) the right to recover any Cram Down Losses; (xiv) all proceeds Service Contracts; and (xv) all present and investments with future claims, demands, causes and choses in action in respect to items (a) through (h). It is the intention of any or all of the Seller that the transfer foregoing and assignment contemplated by this Agreement shall constitute a sale all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the Receivables 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 Other Conveyed Property from 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 Trust and the beneficial interest in and title 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 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 Loan on any Funding Date under the terms of the Credit Agreement: (i) the Seller shall have provided the Purchaser, the Backup Servicer and the Administrative Agent 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 1:00 p.m., New York City time, one Business Day before the proposed Funding Date and shall have provided any information reasonably requested by any of the foregoing with respect to 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 part insolvent and shall not become insolvent as a result of the Seller’s estate in transfer of Related Receivables on such Funding Date, (B) the event 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 filing Seller shall not constitute unreasonably small capital to carry out its business as then conducted; (iv) the Funding Termination Date shall not have occurred; (v) [reserved]; (vi) the Servicer shall have established the Lockbox Account; (vii) each of a bankruptcy petition the representations and warranties made by or against the Seller under any bankruptcy law. In pursuant to Section 3.1 and the event that, notwithstanding other Loan Documents with respect to the intent Related Receivables to be purchased on such Funding Date shall be true and correct as of the Seller, related Funding Date and the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not Seller shall have performed all obligations to be a saleperformed 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 shall constitute a grant of a security interest in or an Assignment, as applicable, and have been pledged by the property referred Purchaser to in this Section the Collateral Agent for the benefit of the Noteholders Secured Parties under the Security Agreement; (ix) the Seller shall have taken all action required to maintain (A) the first priority perfected security interest (within the meaning of the UCC) of the Purchaser in the Related Receivables and Other Conveyed Property, and (B) the first priority perfected security interest of the Collateral Agent in the Collateral for the benefit of the Secured Parties; (x) no selection procedures adverse to the interests of any Lender 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 Lender or the Purchaser; (xii) the Seller shall have delivered to the Administrative Agent, for the benefit of the Lenders, an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (xiii) no Servicer Termination Event, or any event that, with the giving of notice or the passage of time, or both, would constitute a Servicer Termination Event, shall have occurred and be continuing; (xiv) [reserved]; (xv) the Custodian shall have confirmed receipt of the related Receivable File for each Related Receivable included in the applicable Borrowing Base calculation and shall have delivered a Trust Receipt to the Administrative Agent 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 security interest (within the meaning of the UCC) of Purchaser (subject only to the prior security interest of the Collateral Agent therein pursuant to the Security Agreement) and (B) the first priority, perfected security interest of the Collateral Agent for the benefit of the Secured Parties, with respect to the Related Receivables and Other Conveyed Property and the InsurerCollateral, respectively, to be transferred on such Funding Date; (xvii) [reserved]; (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 Loan set forth in this Agreement and the Credit Agreement shall have been satisfied; and (xx) no more than one other Funding Date shall have occurred in the same calendar week as such Funding Date. Unless waived by the Administrative Agent 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. Except with respect to item (xv) above, the Administrative Agent may rely on the accuracy of the Officers’ Certificate delivered pursuant to item (xii) above without independent inquiry or verification.

Conveyance of Receivables. In consideration of the Trust’s Issuer's delivery to or upon the order of the Seller Depositor on the Closing Date of the Notes and certificates the Certificates and the other amounts to be distributed from time to time to the Seller order of the Depositor in accordance with the terms of this Agreement, the Seller Depositor does hereby sell, transfer, assign, set over and otherwise convey to the TrustIssuer, without recourse (subject to the obligations set forth herein)recourse, all right, title and interest of the Seller Depositor in and to: (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Originator or the Depositor in such Financed Vehicles; (c) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (d) any proceeds from any Receivable repurchased by a the right to cause the related Dealer or Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or an Auto Loan Purchase and Sale Agreement, respectively, as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement, respectively; (e) all rights under any rights, if any, to refunds for the costs of Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s Depositor's right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Purchase Agreement;, including the Depositor's rights under the Purchase Agreement, to enforce the delivery requirements, representations and warranties and the cure and repurchase obligations of Triad under the Purchase Agreement; and (h) the proceeds of any and all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (a) through (h); and (i) all proceeds and investments with respect to items (a) through (h)foregoing. It is the intention of the Seller Depositor that the transfer and assignment contemplated by this Agreement shall constitute constitutes a sale of the Receivables and Other Conveyed Property from the Seller Depositor to the Trust Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall will not be part of the Seller’s Depositor's estate in the event of the filing of a bankruptcy petition by or against the Seller Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the SellerDepositor, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall will constitute a grant by the Depositor of a security interest in all of its right, title and interest, whether now owned or existing or hereafter acquired or arising, in the property referred to in this Section to the Issuer for the benefit of the Indenture Trustee, the Noteholders and the Insurer.