Common use of Conveyance of the Receivables and the Other Conveyed Property Clause in Contracts

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) 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; (iii) 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; (iv) 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; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) 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 (i) through (vi); and (viii) all proceeds and investments with respect to items (i) through (vii). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) 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; (iii) 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; (iv) 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; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) 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 (i) through (vi); and (viii) all proceeds and investments with respect to items (i) through (vii). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”): (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) 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; (iii3) 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; (iv4) any proceeds received 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; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii7) 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 (i1) through (vi6); and (viii) 8) all proceeds and investments with respect to items (i1) through (vii7). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) 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; (iii) 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; (iv) any proceeds received 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; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) 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 (i) through (vi); and (viii) all proceeds and investments with respect to items (i) through (vii). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”): (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) 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; (iii3) 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; (iv4) 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; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii7) 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 (i1) through (vi6); and (viii) 8) all proceeds and investments with respect to items (i1) through (vii7). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”): (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) 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; (iii3) 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; (iv4) any proceeds received 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; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii7) 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 (i1) through (vi6); and (viii) 8) all proceeds and investments with respect to items (i1) through (vii7). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”): (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) 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; (iii3) 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; (iv4) 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; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii7) 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 (i1) through (vi6); and (viii) 8) all proceeds and investments with respect to items (i1) through (vii7). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liensliens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller). SECTION 2.2 [Reserved].

Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Receivables and the Other Conveyed ---------------------------------------------------- Property. -------- (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):to: (i) the Receivables and all moneys monies paid or payable thereon on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received thereon by Seller on or after the Cutoff Date); (ii) 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; (iii) 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 policies, if any, covering Financed Vehicles or Obligors Obligors, and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer all rights of Seller against Dealers pursuant to a Dealer Agreement as a result of a breach of representation Agreements or warranty in the related Dealer AgreementAssignments; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable FilesReceivables Files and any and all other documents that Seller keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicles; (vii) property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of Purchaser pursuant to liquidation of such Receivable; (viii) the rights under the Standby Processing Agreement; (ix) 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 (i) through (vi)Other Conveyed Property; and (viiix) the proceeds of any and all proceeds and investments with respect to items (i) through (vii)of the foregoing. It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a valid and enforceable sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto thereto, free and clear of any Liensencumbrances or liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. , and Seller delivers to Purchaser an assignment in the form attached hereto as Schedule D with respect to the Receivables to be sold (the "Assignment"). However, in the event that, notwithstanding the intent of the parties hereto, the Receivables are held to be property of Seller's estate, or if for any reason this Agreement is held or deemed to create a security interest in the Receivables, then (a) this agreement and the Assignment shall also be deemed to be a security agreement within the meaning of Article 1, Article 8 and Article 9 of the Uniform Commercial Code as in effect in the State of New York and (b) Simultaneously with the conveyance transfers of the Receivables provided for in this Agreement and the Other Conveyed Property Assignment shall be deemed to be a grant by Seller to Purchaser of, and Seller hereby grants to Purchaser, Purchaser has paid or caused to be paid to or upon the order a security interest in all of Seller an amount equal Seller's rights, title and interest in and to the book value Receivables. Seller hereby represents and warrants that all Receivables transferred, assigned to and originated on behalf of Purchaser hereunder shall be eligible contracts and that all assets conformed with the Schedule of Representations and that all the Receivables acquired by Purchaser do and shall conform with all of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).requirements

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”"): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) 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; (iii) 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; (iv) 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; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) 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 (i) through (vi); and (viii) all proceeds and investments with respect to items (i) through (vii). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Initial Receivables and the Initial Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Initial Receivables and the Initial Other Conveyed Property”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) 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; (iii) 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; (iv) 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; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) 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 (i) through (vi); and (viii) all proceeds and investments with respect to items (i) through (vii). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Initial Receivables and the Initial Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liensliens, and the beneficial interest in and title to the Initial Receivables and the Initial Other Conveyed Property shall not be part of Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Initial Receivables and the Initial Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Initial Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller). SECTION 2.2 Conveyance of the Subsequent Receivables and the Subsequent Other Conveyed Property. (a) On each Subsequent Transfer Date and simultaneously with the execution and delivery of the related Subsequent Purchase Agreement, the Seller shall sell, transfer, assign, and otherwise convey to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser shall purchase, all right, title and interest of Seller in and to the Subsequent Receivables and the Subsequent Other Conveyed Property. It is the intention of Seller and Purchaser that the transfer and assignment contemplated by such Agreement shall constitute a sale of the Subsequent Receivables and the Subsequent Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any liens, and the beneficial interest in and title to the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be part of Seller's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Subsequent Receivables and the Subsequent Other Conveyed Property to Purchaser, Purchaser shall pay or cause to be paid to or upon the order of Seller an amount equal to the book value of the Subsequent Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds.

Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”): (i1) the Receivables and all moneys received thereon after the Cutoff Date;, (ii2) the Other Conveyed Property conveyed to Purchaser by Selle pursuant to this Agreement including (a) 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; , (iiib) any proceeds and the right to receive any 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; , (ivc) 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; , (vd) any proceeds from any Receivable repurchased by 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 Auto Loan Purchase and Sale Agreement, (e) all rights under any Service Contracts on the related Financed Vehicles; Vehicles and (vif) the related Receivable Files;, (vii3) all of the Seller’s (Aa) Accounts, (Bb) Chattel Paper, (Cc) Documents, (Dd) Instruments and (Ee) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (i1) through and (vi2); , and (viii4) all proceeds and investments with respect to items (i1), (2) through and (vii). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law3) above. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by SellerReceivables, as set forth on the books and records of Seller, a portion by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).. SECTION 2.2 [Reserved]

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”): (i1) the Receivables and all moneys received thereon after the Cutoff Date;, (ii2) the Other Conveyed Property conveyed to Purchaser by Seller pursuant to this Agreement including (a) 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; , (iiib) any proceeds and the right to receive any proceeds with respect to the Receivables 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; , (ivc) 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; , (vd) any proceeds from any Receivable repurchased by 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 Auto Loan Purchase and Sale Agreement, (e) all rights under any Service Contracts on the related Financed Vehicles; , (vif) the related Receivable Files;Receivables Files and (g) the proceeds of any and all of the foregoing, (vii3) all of the Seller’s (Aa) Accounts, (Bb) Chattel Paper, (Cc) Documents, (Dd) Instruments Instruments, and (Ee) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (i1) through and (vi2); , and (viii4) all proceeds and investments with respect to items (i1), (2), and (3) through (vii)above. It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liensliens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller Seller, an amount equal to the book value of the Receivables sold by SellerReceivables, as set forth on the books and records of Seller, a portion by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller on and after the date of this Agreement (but not after the occurrence of the Early Amortization Commencement Date under the RLSA), FCC hereby sellsagrees to (i) sell, transferstransfer, assignsassign, and otherwise conveys convey (collectively, "Sell" and any such sale, transfer, assignment, and/or other conveyance, a "Sale"), from time to Purchaser time, to the Purchaser, without recourse (but without limitation of its obligations in this Agreementexcept to the extent specifically provided herein), and the Purchaser hereby purchasesagrees to purchase, all right, title and interest of Seller FCC in and to certain Receivables originated or otherwise acquired by FCC and the following described property Related Security and Other Conveyed Property related thereto, (ii) contribute to the capital of, and transfer, assign, and otherwise convey to (collectively, "Contribute" and any such contribution to capital, transfer, assignment, and/or other conveyance, a "Contribution"), from time to time, the “Receivables Purchaser, without recourse (except to the extent specifically provided herein), and the Purchaser hereby agrees to accept such contribution of, all right, title and interest of FCC in and to certain Receivables, Related Security and Other Conveyed Property”): (i) the Receivables , and all moneys received thereon after the Cutoff Date; (ii) 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; (iii) transfer, or cause the deposit, into the Collection Account of all amounts received by FCC on account of any proceeds Receivables, Related Security 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; (iv) 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; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) 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 (i) through (vi); and (viii) all proceeds and investments with respect to items (i) through (vii). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller Conveyed hereunder on and after the Cut-Off Date related to Purchasersuch Receivables, conveying good title thereto Related Security and Other Conveyed Property, in each case, within one Business Day of the receipt thereof. FCC hereby acknowledges that each Sale, Contribution and Conveyance to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by FCC. (b) The Sales of Receivables, Related Security and Other Conveyed Property by FCC to the Purchaser and the Contributions of Receivables, Related Security and Other Conveyed Property by FCC to the capital of the Purchaser pursuant to this Agreement are intended to be absolute assignments (free and clear of any Liens) of all of FCC's right, title and the beneficial interest in in, to and title to the under such Receivables and the Other Conveyed Property for all purposes and, except to the extent specifically provided herein, without recourse. (c) [Intentionally omitted.] (d) It is the intention of FCC and the Purchaser that the Receivables, Related Security and Other Conveyed Property Sold by FCC to the Purchaser and the Receivables, Related Security and Other Conveyed Property Contributed by FCC to the capital of the Purchaser pursuant to this Agreement shall not be part of Seller’s FCC's estate in the event of the filing of a bankruptcy petition by or against Seller FCC under any bankruptcy or similar law. (be) Simultaneously with In the conveyance event that the Sales of the Receivables Receivables, Related Security and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal by FCC to the book value Purchaser and/or the Contributions of the Receivables sold Receivables, Related Security and Other Conveyed Property by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution FCC to the capital of the Purchaser pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of FCC's right, title and interest in, to and under (or transfers of all of FCC's equitable interest in, to and under) the Receivables, Related Security and Other Conveyed Property Sold or Contributed, or purportedly Sold or Contributed hereunder, then (i) FCC shall be deemed hereunder to have granted to the Purchaser, and FCC does hereby grant to the Purchaser, a wholly-security interest in all of FCC's right, title and interest in, to and under such Receivables, Related Security and Other Conveyed Property, whether now owned subsidiary or hereafter acquired and (ii) this Agreement shall constitute a security agreement under applicable law. (f) FCC may on any Business Day (each a "Conveyance Date") deliver to the Purchaser a Request Notice identifying the Receivables, Related Security and Other Conveyed Property to be Sold by FCC to the Purchaser and the Receivables, Related Security and Other Conveyed Property to be Contributed by FCC to the capital of Sellerthe Purchaser on such Conveyance Date. Each delivery of a Request Notice shall be accompanied by an updated Schedule of Receivables, which schedule shall be attached hereto as Schedule C and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. (g) The price paid for Receivables and the Related Security and Other Conveyed Property related thereto which are Sold hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid by means of an immediate cash payment to FCC by wire transfer on the applicable Conveyance Date to an account designated by FCC on or before such Conveyance Date or by means of proper accounting entries being entered upon the accounts and records of FCC and the Purchaser on the applicable Conveyance Date. To the extent that the portion of the Purchase Price for any Receivables and the Related Security and Other Conveyed Property related thereto Sold by FCC to the Purchaser hereunder paid in cash is less than the Outstanding Balance of such Receivable at the time of the applicable Conveyance Date, at the option of FCC, the shortfall shall (i) constitute the Deferred Purchase Price and the amount thereof shall reflect an increase in the Deferred Purchase Price (subject at all times to the limitations contained in the definition thereof), which Deferred Purchase Price is evidenced by the Subordinated Note or (ii) be deemed to have been Contributed by FCC to the capital of the Purchaser on the applicable Conveyance Date. Each Request Notice shall indicate any amount by which the principal amount of the Subordinated Note shall be increased by reason of any such Conveyance. FCC shall make all appropriate recordkeeping entries with respect to amounts due to FCC under the Subordinated Note to reflect payments by Purchaser thereon and increases of the principal amount thereof, and FCC's determination at any time of the principal amount of and accrued interest owed to FCC under the Subordinated Note shall be conclusive and binding, absent manifest or demonstrable error. (h) On and after each Conveyance Date hereunder, the Purchaser shall own the Receivables, Related Security and Other Conveyed Property Sold or Contributed by FCC to the Purchaser on such Conveyance Date, and FCC shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such Receivables, Related Security and/or Other Conveyed Property. (i) Until the occurrence of a Servicer Default and the replacement of FCC as Servicer pursuant to the terms of the RLSA, FCC, as Servicer, shall conduct the servicing, administration and collection of the Receivables Conveyed hereunder and shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect such Conveyed Receivables, from time to time, all in accordance with the terms of the RLSA. In accordance with the Custodial Agreement, certain documents relating to Receivables Conveyed hereunder shall be delivered to and held in trust by the Custodian for the benefit of the Purchaser and its assignees, and the Purchaser hereby instructs FCC to so deliver such documents to the Custodian. Such delivery to the Custodian of such documents and the possession thereof by the Custodian is at the will of the Purchaser and its assignees and in a custodial capacity for their benefit only. (j) On or prior to each Conveyance Date, FCC shall deliver to the Custodian on behalf of the Purchaser and any assignee thereof each item contained in the Receivable Files, and any other chattel paper (as defined in the UCC) representing or evidencing, any of the Receivables, the Related Security and the Other Conveyed Property related thereto being Conveyed on such Conveyance Date. (k) On each Remittance Date, the Purchaser shall pay to FCC accrued interest on the Deferred Purchase Price and the Purchaser may, at its option, prepay in whole or in part the principal amount of the Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of Receivables purchased by the Purchaser hereunder after all other amounts then due from the Purchaser under the RLSA have been paid in full and all amounts then required to be set aside by the Purchaser or the Servicer under the RLSA have been so set aside or (ii) excess cash flow from operations of the Purchaser which is not required to be applied to or set aside for the payment of other obligations of the Purchaser; and provided further, that no such payment shall be made at any time when an Event of Default, Early Amortization Event or an event, act or condition that but for notice or lapse of time or both would constitute an Event of Default or Early Amortization Event shall have occurred and be continuing or would result therefrom. At such time following the Collection Date when all Loans, Yield and other amounts owed by the Purchaser under the RLSA shall have been paid in full and all commitments of the Lender to provide any financial accommodations to the Purchaser under the RLSA shall have terminated, the Purchaser shall apply, on each Remittance Date, all Collections of Receivables purchased by the Purchaser hereunder received by the Purchaser pursuant to Section 2.1(a) (and not previously distributed) first to the payment of accrued interest on the Deferred Purchase Price, and then to the reduction of the principal amount of the Deferred Purchase Price.

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject 1. Conveyance of the Receivables and the Other Conveyed Property. By ---------------------------------------------------------------- execution of this Agreement and subject to the terms and conditions of this AgreementAgreement and simultaneously with the execution and delivery of the related Supplement, Seller hereby sellsthe relevant Sellers shall sell and/or contribute, transferstransfer or assign to the Purchaser (collectively, assigns, and otherwise conveys to Purchaser the "Conveyance") without recourse (but without limitation of its obligations in this Agreement and the Receivables Financing Agreement), and the Purchaser hereby purchasesshall purchase or acquire as a contribution, all right, title and interest of Seller such Sellers in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):to: (i) each and every Receivable listed on the Receivables Schedules to the related Supplement and all moneys received monies paid or payable thereon or in respect thereof on or after the Relevant Cutoff Date; (ii) the security interests in the related Financed Vehicles granted by Obligors pursuant to the such Receivables and any other interest of the Seller Sellers in such Financed Vehicles; (iii) any all proceeds and the right rights to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies or Collateral Insurance (if any), covering Financed Vehicles or Obligors and any proceeds from the liquidation of the ReceivablesObligors; (iv) 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; (v) all rights under any Service Contracts on the related Financed Vehicles; (v) all rights of the Sellers against Dealers pursuant to Dealer Agreement or Dealer Assignments; (vi) the related Receivable Receivables Files;; and (vii) all proceeds of any or 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 (i) through (vi); and (viii) all proceeds and investments with respect to items (i) through (vii). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar lawforegoing. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Receivables and the Other Conveyed ---------------------------------------------------- Property. -------- (a) Subject to the terms and conditions of this Agreement, Seller Originator hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller Originator in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):to: (i) the Receivables and all moneys received monies paid or payable thereon after the Cutoff Date (including amounts due on or before the Cutoff Date but received by Originator after the Cutoff Date); (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Originator in such Financed Vehicles; (iii) 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; (iv) any proceeds from any Receivable repurchased by a Dealer all rights of Originator against Dealers pursuant to a Dealer Agreement as a result of a breach of representation Agreements or warranty in the related Dealer AgreementAssignments; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable FilesReceivables Files and any and all other documents that Originator keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicles; (vii) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of Purchaser pursuant to liquidation of such Receivable; (viii) the Seller’s (A) Accounts, (B) Chattel Paper, (C) Documents, (D) Instruments and (E) General Intangibles (as such terms are defined in rights under the UCC) relating to the property described in (i) through (vi)Standby Processing Agreement; and (viiiix) 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 (i) through (vii)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 Seller Originator and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a valid and enforceable sale of the Receivables and the Other Conveyed Property from Seller Originator to Purchaser, conveying good title thereto thereto, free and clear of any Liensencumbrances or liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s Originator's estate in the event of the filing of a bankruptcy petition by or against Seller Originator under any bankruptcy or similar law. On the Closing Date, Originator shall deliver to Purchaser an assignment in the form attached hereto as Schedule D with respect to the Receivables and Other Conveyed Property to be sold (the "Assignment"). However, in the event that, notwithstanding the intent of the parties hereto, the Receivables are held to be property of Originator's estate, or if for any reason this Agreement is held or deemed not to be a sale, then (a) this agreement and the Assignment shall also be deemed to be a security agreement within the meaning of Article 1, Article 8 and Article 9 of the Uniform Commercial Code as in effect in the State of New York and (b) the transfers of the Receivables and Other Conveyed Property provided for in this Agreement and the Assignment shall be deemed to be a grant by Originator to Purchaser of, and Originator hereby grants to Purchaser, a security interest in all of Originator's rights, title and interest in and to the Receivables and Other Conveyed Property. Originator hereby acknowledges that its transfer and assignment of the Receivables to Purchaser is absolute and irrevocable, without reservation or retention of any interests whatsoever by Originator. To the extent that Originator shall retain any files or documentation (including, without limitation, any Receivables Files), whether in written or electronic form (collectively, "documents") pertaining to the Receivables, it shall hold such documents in trust for the benefit of the Indenture Trustee as the owner thereof. The possession of any such documents pertaining to the Receivables by Originator (or any Affiliate thereof other than Purchaser) is at the will of Purchaser and for the sole purpose of servicing such Receivables, and such retention and possession by Originator (or any Affiliate thereof other than Purchaser) is in a custodial capacity in its role as Servicer under the Sale and Servicing Agreement and the Related Documents. The documents retained by Originator relating to the Receivables shall be segregated from the books and records of Originator and shall be marked appropriately to reflect clearly the transfer by Originator of the Receivables to Purchaser. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid shall pay or caused cause to be paid to or upon the order of Seller an Originator the Contracts Purchase Price. An amount equal to the book value approximately 80.8% of the Receivables sold by Seller, Contracts Purchase Price shall be paid to Originator in cash. The remaining approximately 19.2% of the Contracts Purchase Price shall be deemed to have been paid and returned to Purchaser as set forth on a contribution to capital. The portion of the books and records of Seller, Contracts Purchase Price to be paid in cash shall be by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller)funds.

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectivelyCollectively, the “Receivables and the Other Conveyed Property.”): (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) 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; (iii3) 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; (iv4) 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; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii7) 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 (i1) through (vi6); and (viii) 8) all proceeds and investments with respect to items (i1) through (vii7). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by SellerReceivables, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller). SECTION 2.2 [Reserved].

Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “"Receivables and the Other Conveyed Property”"): (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) 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; (iii3) 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; (iv4) 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; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii7) 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 (i1) through (vi6); and (viii) 8) all proceeds and investments with respect to items (i1) through (vii7). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liensliens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller). SECTION 2.2 [Reserved]

Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Initial Receivables and the Initial Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):property: (i1) the Initial Receivables and all moneys received thereon after the Initial Cutoff Date; (ii2) 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; (iii3) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or and disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; (iv4) any proceeds from any Initial Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii7) 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 (i1) through (vi6); and (viii) 8) all proceeds and investments with respect to items (i1) through (vii7). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Initial Receivables and the Initial Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liensliens, and the beneficial interest in and title to the Initial Receivables and the Initial Other Conveyed Property shall not be part of Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Initial Receivables and the Initial Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Initial Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller). SECTION 2.2 Conveyance of the Subsequent Receivables and the Subsequent Other Conveyed Property. (a) On each Subsequent Transfer Date and simultaneously with the execution and delivery of the related Subsequent Purchase Agreement, the Seller shall sell, transfer, assign, and otherwise convey to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser shall purchase all right, title and interest of Seller in and to the Subsequent Receivables and the Subsequent Other Conveyed Property. It is the intention of Seller and Purchaser that the transfer and assignment contemplated by such Subsequent Purchase Agreement shall constitute a sale of the Subsequent Receivables and the Subsequent Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any liens, and the beneficial interest in and title to the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be part of Seller's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Subsequent Receivables and the Subsequent Other Conveyed Property to Purchaser, Purchaser shall pay or cause to be paid to or upon the order of Seller the amount set forth in the related Subsequent Purchase Agreement.

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”): (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) 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; (iii3) 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; (iv4) 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; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii7) 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 (i1) through (vi6); and (viii) 8) all proceeds and investments with respect to items (i1) through (vii7). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller). SECTION 2.2 [Reserved].

Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Initial Receivables and the Initial Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):to: (i) the Initial Receivables and all moneys received monies paid or payable thereon on or after the Initial Cutoff Date (including amounts due on or before the Initial Cutoff Date but received by the Seller on or after the Initial Cutoff Date); (ii) 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; (iii) any proceeds and the right to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of the Initial Receivables; (iv) 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, Dealer Assignments or warranty in the related Dealer AgreementUnaffiliated Originator Receivables Purchase Agreements; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable FilesReceivables Files and any and all other documents that the Seller keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicles; (vii) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller’s (A) Accounts, (B) Chattel Paper, (C) Documents, (D) Instruments and (E) General Intangibles (as Purchaser pursuant to liquidation of such terms are defined in the UCC) relating to the property described in (i) through (vi); andReceivable; (viii) the proceeds of any and all proceeds and investments with respect to items (i) through (vii)of the foregoing. It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Initial Receivables and the Initial Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liensliens, and the beneficial interest in and title to the Initial Receivables and the Initial Other Conveyed Property shall not be part of Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Initial Receivables and the Initial Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Initial Receivables sold by Seller, as set forth on the books and records of the Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller)funds.

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject SECTION 21.1. Conveyance of the Receivables and the Other Conveyed Property. By execution of this Agreement and subject to the terms and conditions of this Agreement, Seller hereby sellseach Contributing Subsidiary shall contribute, transferstransfer or assign to MFC (collectively, assigns, and otherwise conveys to Purchaser the "Conveyance") without recourse (but without limitation of its obligations in this AgreementAgreement and the other Transaction Documents), and Purchaser hereby purchasesMFC shall acquire as a contribution, all right, title and interest of Seller such Contributing Subsidiary in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):to: (ia) (a) on the Receivables Initial Contribution Date, each and every Receivable owned by such Contributing Subsidiary and in existence on the Initial Cutoff Date as set out in the Supplement and Schedule delivered by such Contributing Subsidiary and all moneys received monies paid or payable thereon or in respect thereof on or after the Initial Cutoff Date and (b) on each Subsequent Contribution Date, each and every Receivable created after the prior Relevant Cutoff Date and in existence on the Relevant Cutoff Date as set out in the Supplement and Schedule delivered by such Contributing Subsidiary and all monies paid or payable thereon or in respect thereof on or after the Relevant Cutoff Date; (iib) on each Contribution Date, the security interests in the related Financed Vehicles granted by Obligors pursuant to the such Receivables contributed on such Contribution Date and any other interest of the Seller Contributing Subsidiaries in such Financed Vehicles; (iiic) any on each Contribution Date, all proceeds and the right rights to receive proceeds with respect to the Receivables contributed on such Contribution Date from claims on any physical damage, credit life or disability insurance policies or Collateral Insurance (if any), covering Financed Vehicles or Obligors and any proceeds from Obligors, in each case related to the liquidation of the ReceivablesReceivables transferred on such Contribution Date; (ivd) 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; (v) on each Contribution Date, all rights under any Service Contracts service contracts on the Financed Vehicles related Financed Vehiclesto the Receivables transferred on such Contribution Date; (vie) on each Contribution Date, all rights of the Contributing Subsidiaries (x) against Dealers pursuant to Dealer Agreements or Dealer Assignments and (y) against third party lenders pursuant to the related Receivable Filespurchase agreements with the Contributing Subsidiaries with respect to any Receivable; (viif) 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 Receivables Files related to the property described in (i) through (vi)Receivables transferred on such Contribution Date; and (viiig) all proceeds and investments with respect to items (i) through (vii). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale any or all of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar lawforegoing. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

Conveyance of the Receivables and the Other Conveyed Property. SECTION 1.4 Conveyance of the Receivables and the Other Conveyed Property. (a1) Subject to the terms and conditions of this Agreement, from time to time on and after the date of this Agreement, the Seller hereby sellsmay, transfersat its option, assignssell, transfer, assign and otherwise conveys convey to Purchaser the Purchaser, without recourse (but without limitation of its except to the extent specifically provided in Sections 4.2 or 6.1 hereof; it being understood and agreed, however, that the Seller has other obligations and liabilities hereunder in this Agreementaddition to those under such Sections), and the Purchaser hereby purchasesmay, at its option, purchase from the Seller, all right, title and interest of the Seller in in, to and to the following described property (collectively, the “Receivables and the Other Conveyed Property”): under (i) Receivables designated by the Receivables Seller from time to time and all moneys received thereon after the Cutoff Date; (ii) 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; (iii) any proceeds and the right to receive proceeds all Other Conveyed Property 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; (iv) 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; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) 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 (i) through (vi); and (viii) all proceeds and investments with respect to items (i) through (vii)thereto. It is the express intention of the Seller and the Purchaser that the transfer sales, transfers, assignments and assignment conveyances contemplated by this Agreement shall constitute a sale sales of the such Receivables and the Other Conveyed Property with respect thereto from the Seller to Purchaserthe Purchaser (and not loans by the Purchaser to the Seller secured by such Receivables and related Other Conveyed Property), conveying good title thereto free and clear of any LiensLiens (other than, in the case of the Purchaser's security interest in any Applicable Underlying Loan Collateral or Applicable Underlying Purchased Note Collateral for such Receivables which constitutes real property, Permitted Liens and Encumbrances on such real property), which sales, transfers, assignments and conveyances are, subject to the terms hereof, absolute and irrevocable and provide the Purchaser with the full benefits of ownership of such Receivables and Other Conveyed Property, and the beneficial interest in and title to the such 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 or similar law. Except for (i) the Seller's repurchase obligations set forth in Section 6.1 and (ii) the Seller's obligations and liabilities with respect to the representations, warranties, covenants, indemnities and other agreements made by the Seller under or pursuant to the terms of this Agreement, each transfer of Receivables and the related Other Conveyed Property hereunder is made without liability to the Seller; provided, that such transfer does not constitute, and is not intended to result in, an assumption by the Purchaser or any assignee thereof of any obligation of the Seller or any other Person arising in connection with the Receivables or related Other Conveyed Property. (b2) Simultaneously Each Purchase (including the initial Purchase) from the Seller shall be made on at least two Business Days' prior written notice from the Seller to the Purchaser, provided that such request is received by the Purchaser no later than 1:00 P.M. (New York City time) on the Business Day of receipt. Each such request for a Purchase (each a "Purchase Request Notice") shall specify the date of such Purchase (which shall be a Business Day) and the proposed Purchase Price for such Purchase. The Purchaser shall promptly notify the Seller whether it has determined to make such Purchase. Each Purchase Request Notice made by the Seller shall be irrevocable and binding on the Seller, and the Seller shall indemnify the Purchaser against any loss or expense incurred by it as a result of any failure by the Seller to complete such Purchase, including, without limitation, any loss or expense incurred by reason of the Purchaser having agreed to borrow monies under the RLSA to purchase the Receivables which are the subject of such Purchase Request Notice. On the date of each Purchase (each a "Purchase Date"), the Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, pay the Purchase Price for such Purchase in the manner provided in Section 2.1(c). Each delivery of a Purchase Request Notice shall be accompanied by an updated Schedule of Receivables, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. (3) The Purchase Price paid for any Receivables that are the subject of any Purchase hereunder shall be determined on or prior to the date of such Purchase and shall be paid on the Purchase Date therefor by means of either of the following, or a combination thereof, as mutually agreed upon by the parties hereto: (i) a deposit in same day funds to the Seller's account designated by the Seller or (ii) an increase in the Deferred Purchase Price (subject at all times to the limitations contained in the definition thereof), which Deferred Purchase Price is evidenced by the Subordinated Note. (4) On each Purchase Date hereunder, after giving effect to the Purchase on such date, the Purchaser shall own all Receivables identified as being sold to the Purchaser under this Section 2.1 as of such date (including Receivables previously sold by the Seller to the Purchaser hereunder). The Purchase of any Receivable hereunder shall include all Other Conveyed Property with respect to such Receivable. The Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such sold Receivables or Other Conveyed Property. Except as expressly provided otherwise herein or in the conveyance related Assignment or Assignment Documents, the Purchaser shall not, in connection with any Purchase hereunder, assume any obligations or liabilities of the Seller under or with respect to any Receivables or any Other Conveyed Property; provided that in no event shall the Purchaser assume any obligations or liabilities of the Seller to fund or make any loans under any loan agreement between the Seller and a Developer or to purchase any receivables, instruments or other debt obligations under any purchase agreement between the Seller and a Developer, and the Seller shall retain such obligations and liabilities. (5) Until the occurrence of a Servicer Default and the replacement of the Seller as Servicer pursuant to the terms of the RLSA, the Seller, as Servicer, shall conduct the servicing, administration and collection of the Receivables transferred hereunder and shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect such Receivables, from time to time, all in accordance with the terms of the RLSA. In accordance with the Custodial Agreement, certain documents relating to Receivables sold hereunder shall be delivered to and held in trust by the Custodian for the benefit of the Purchaser and its assignees, and the Purchaser hereby instructs the Seller to so deliver such documents to the Custodian. Such delivery to the Custodian of such documents and the possession thereof by the Custodian is at the will of the Purchaser and its assignees and in a custodial capacity for their benefit only. (6) On each Purchase Date, the Seller shall deliver to the Custodian on behalf of the Purchaser and any assignee thereof each item contained in the Receivable Files of, and any other chattel paper and instruments (as each term is defined in the UCC) representing or evidencing, any of the Receivables being sold on such Purchase Date or the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller)related thereto.

Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):to: (i) the Receivables and all moneys monies paid or payable thereon on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received thereon by the Seller on or after the Cutoff Date); (ii) 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; (iii) 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 policies, if any, covering Financed Vehicles or Obligors Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of the Receivables; (iv) 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, Dealer Assignments or warranty in the related Dealer AgreementUnaffiliated Originator Receivables Purchase Agreements; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable FilesReceivables Files and any and all other documents that the Seller keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicles; (vii) all property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller’s (A) Accounts, (B) Chattel Paper, (C) Documents, (D) Instruments and (E) General Intangibles (as Purchaser pursuant to liquidation of such terms are defined in the UCC) relating to the property described in (i) through (vi); andReceivable; (viii) the proceeds of any and all proceeds and investments with respect to items (i) through (vii)of the foregoing. It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liensliens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of the Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller)funds.

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):property: (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) 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; (iii3) 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; (iv4) 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; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii7) 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 (i1) through (vi6); and (viii) 8) all proceeds and investments with respect to items (i1) through (vii7). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by SellerReceivables, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller). SECTION 2.2 [Reserved].

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller on and after the date of this Agreement (but not after the occurrence of the Program Termination Date under the RLSA), LEAF hereby sellsagrees to, transfersfrom time to time, assigns(i) sell or contribute (in accordance with subsection (f) below), transfer, assign, and otherwise conveys convey (collectively, “Sell” and any such sale, transfer, assignment, and/or other conveyance, a “Sale”) to Purchaser the Purchaser, without recourse (but without limitation of its obligations with personal liability to the extent specifically provided in this AgreementSections 4.3 and 6.1(a) hereof), and the Purchaser hereby purchasesagrees to purchase, all right, title and interest of Seller LEAF in and to the following described property (collectively, the “certain Receivables acquired by LEAF and the Related Security and Other Conveyed Property related thereto, (ii) transfer, or cause the deposit, into the Collection Account of all Collections received by LEAF on account of any Receivables, Related Security and Other Conveyed Property Conveyed hereunder on and after Cut-Off Date related to such Receivables, Related Security and Other Conveyed Property”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests , in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest each case, within one Business Day of the Seller in such Financed Vehicles; identification thereof, (iii) transfer, or cause the deposit, into the Security Deposit Account of funds in an amount equal to any proceeds Security Deposits related to any Receivables Conveyed hereunder, in each case, concurrent with the Conveyance of such Receivables 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; (iv) transfer, or cause the deposit, into the Cash Reserve Account of funds in an amount equal to any proceeds from Cash Reserves related to any Receivable repurchased Receivables Conveyed hereunder, in each case, concurrent with the Conveyance of such Receivables. LEAF hereby acknowledges that each Conveyance to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;LEAF. (vb) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all The Sales of the Seller’s (A) AccountsReceivables, (B) Chattel Paper, (C) Documents, (D) Instruments Related Security and (E) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vi); and (viii) all proceeds and investments with respect to items (i) through (vii). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller by LEAF to Purchaser, conveying good title thereto the Purchaser pursuant to this Agreement are intended to be absolute assignments (free and clear of any Liens) of all of LEAF’s right, title and the beneficial interest in in, to and title to the Receivables under such Receivables, Related Security and the Other Conveyed Property for all purposes and, except for personal liability to the extent specifically provided in Sections 4.3 and 6.1(a) hereof, without recourse. (c) It is the intention of LEAF and the Purchaser that the Receivables, Related Security and Other Conveyed Property Sold by LEAF to the Purchaser pursuant to this Agreement shall not be part of SellerLEAF’s estate in the event of the filing of a bankruptcy petition by or against Seller LEAF under any bankruptcy or similar law. (bd) Simultaneously with In the conveyance event that the Sales of Receivables, Related Security and Other Conveyed Property by LEAF to the Receivables Purchaser pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of LEAF’s right, title and interest in, to and under the Receivables, Related Security and Other Conveyed Property Sold, or purportedly Sold hereunder), then (i) LEAF shall be deemed hereunder to have granted to the Purchaser, and LEAF does hereby grant to the Purchaser, a security interest in all of LEAF’s right, title and interest in, to and under such Receivables, Related Security and Other Conveyed Property, whether now owned or hereafter acquired and all proceeds of, and all amounts received or receivable under any or all of, the foregoing and (ii) this Agreement shall constitute a security agreement under applicable law. (e) LEAF may on any Business Day (each a “Conveyance Date”) deliver to the Purchaser a Request Notice identifying the Receivables, Related Security and Other Conveyed Property to Purchaserbe Sold by LEAF to the Purchaser on such Conveyance Date. Each delivery of a Request Notice shall be accompanied by an updated Schedule of Pool A Receivables and an updated Schedule of Pool B Receivables, Purchaser has which schedules shall be attached hereto as Schedules C-1 and C-2, as applicable, and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. (f) The price paid or caused for Receivables and the Related Security and Other Conveyed Property related thereto which are Sold hereunder shall be the Purchase Price with respect thereto. Subject to the following sentence, such Purchase Price shall be paid by means of an immediate cash payment to LEAF by wire transfer on the applicable Conveyance Date to an account designated by LEAF on or before such Conveyance Date, and documented by means of proper accounting entries upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books accounts and records of Seller, by wire transfer of immediately available funds LEAF and the remainder as a contribution Purchaser on the applicable Conveyance Date. In the event that LEAF owns any membership interests in the Purchaser, and the Purchaser does not have sufficient cash to pay the full amount of the Purchase Price for any Sale hereunder, LEAF may, in its sole discretion, elect to contribute to the capital of the Purchaser a portion of the Receivables (and the Related Security and Other Conveyed Property related thereto) being Sold on the applicable Conveyance Date in an amount equal to such deficiency. LEAF and the Purchaser intend that the Purchase Price for any Receivables and the Related Security and Other Conveyed Property related thereto Sold by LEAF to the Purchaser hereunder reflect the fair market value which would be obtained in an arm’s length transaction with an unaffiliated party of such Receivables, at the time of the applicable Sale. (g) On and after each Conveyance Date hereunder, the Purchaser shall own the Receivables, Related Security and Other Conveyed Property Sold by LEAF to the Purchaser on such Conveyance Date and LEAF shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such Receivables, Related Security and/or Other Conveyed Property. (h) Until the occurrence of a wholly-owned subsidiary Servicer Default and the replacement of Seller)LEAF Financial Corporation as Servicer pursuant to the terms of the RLSA, LEAF Financial Corporation, as Servicer, shall conduct the servicing, administration and collection of the Receivables Conveyed hereunder and shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect such Conveyed Receivables, from time to time, all in accordance with the terms of the RLSA. In accordance with the Custodial Agreement, certain documents relating to Receivables Conveyed hereunder shall be delivered to and held in trust by the Custodian for the benefit of the Purchaser and its assignees, and the Purchaser hereby instructs LEAF to so deliver such documents to the Custodian. Such delivery to the Custodian of such documents and the possession thereof by the Custodian is at the will of the Purchaser and its assignees and in a custodial capacity for their benefit only. (i) On each Conveyance Date, LEAF shall deliver to the Custodian on behalf of the Purchaser and any assignee thereof each item contained in the Receivable Files of, and any other chattel paper (as defined in the UCC) representing or evidencing, any of the Receivables, the Related Security and the Other Conveyed Property related thereto being Conveyed on such Conveyance Date.

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”): (i1) the Receivables and all moneys received thereon after the Cutoff Date;, (ii2) the Other Conveyed Property conveyed to Purchaser by Seller pursuant to this Agreement including (a) 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; , (iiib) any proceeds and the right to receive any 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; , (ivc) 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; , (vd) any proceeds from any Receivable repurchased by 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 Auto Loan Purchase and Sale Agreement, (e) all rights under any Service Contracts on the related Financed Vehicles; Vehicles and (vif) the related Receivable Files;, (vii3) all of the Seller’s (Aa) Accounts, (Bb) Chattel Paper, (Cc) Documents, (Dd) Instruments and (Ee) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (i1) through and (vi2); , and (viii4) all proceeds and investments with respect to items (i1), (2) through and (vii). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law3) above. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by SellerReceivables, as set forth on the books and records of Seller, a portion by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”): (i1) the Receivables and all moneys received thereon after the Cutoff Date;, (ii2) the Other Conveyed Property conveyed to Purchaser by Seller pursuant to this Agreement including (a) 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; , (iiib) any proceeds and the right to receive any 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; , (ivc) 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; , (vd) any proceeds from any Receivable repurchased by 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 Auto Loan Purchase and Sale Agreement, (e) all rights under any Service Contracts on the related Financed Vehicles; , (vif) the related Receivable Files;Files and (g) the proceeds of any and all of the foregoing, (vii3) all of the Seller’s (Aa) Accounts, (Bb) Chattel Paper, (Cc) Documents, (Dd) Instruments Instruments, and (Ee) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (i1) through and (vi2); , and (viii4) all proceeds and investments with respect to items (i1), (2) through and (vii). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law3) above. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller Seller, an amount equal to the book value of the Receivables sold by SellerReceivables, as set forth on the books and records of Seller, a portion by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, from time to time on and after the date of this Agreement, the Seller hereby sellsmay, transfersat its option, assignssell, transfer, assign and otherwise conveys convey to Purchaser the Purchaser, without recourse (but without limitation of its except to the extent specifically provided in Section 4.2 or 6.1 hereof; it being understood and agreed, however, that the Seller has other obligations and liabilities hereunder in this Agreementaddition to those under such Sections), and the Purchaser hereby purchasesmay, at its option, purchase from the Seller, all right, title and interest of the Seller in in, to and to the following described property (collectively, the “Receivables and the Other Conveyed Property”): under (i) Receivables designated by the Receivables Seller from time to time and all moneys received thereon after the Cutoff Date; (ii) 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; (iii) any proceeds and the right to receive proceeds all Other Conveyed Property 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; (iv) 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; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) 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 (i) through (vi); and (viii) all proceeds and investments with respect to items (i) through (vii)thereto. It is the express intention of the Seller and the Purchaser that the transfer sales, transfers, assignments, conveyances and assignment contributions contemplated by this Agreement shall constitute a sale sales or contributions of the such Receivables and the Other Conveyed Property with respect thereto from the Seller to Purchaserthe Purchaser (and not loans by the Purchaser to the Seller secured by such Receivables and related Other Conveyed Property), conveying good title thereto free and clear of any LiensLiens (other than, in the case of the Purchaser's security interest in any Applicable Underlying Collateral for such Receivables which constitutes real property, Permitted Liens and Encumbrances on such real property), which sales, transfers, assignments and conveyances are, subject to the terms hereof, absolute and irrevocable and provide the Purchaser with the full benefits of ownership of such Receivables and Other Conveyed Property, and the beneficial interest in and title to the such 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 or similar law. Except for (i) the Seller's repurchase obligations set forth in Section 6.1 and (ii) the Seller's obligations and liabilities with respect to the representations, warranties, covenants, indemnities and other agreements made by the Seller under or pursuant to the terms of this Agreement, each transfer of Receivables and the related Other Conveyed Property hereunder is made without liability to the Seller; provided, that such transfer does not constitute, and is not intended to result in, an assumption by the Purchaser or any assignee thereof of any obligation of the Seller or any other Person arising in connection with the Receivables or related Other Conveyed Property. (b) Simultaneously Each Purchase (including the initial Purchase) from the Seller shall be made on at least two Business Days' prior written notice from the Seller to the Purchaser, provided that such request is received by the Purchaser no later than 1:00 P.M. (New York City time) on the Business Day of receipt. Each such request for a Purchase (each, a "Purchase Request Notice") shall identify (i) all outstanding Receivables and Other Conveyed Property with respect thereto originated or purchased subsequent to the conveyance immediately preceding Purchase Date and owned by the Seller on the current Purchase Date, which are to be purchased by and sold to the Purchaser on such Purchase Date ("Sold Receivables") and (ii) at its option, outstanding Receivables and Other Conveyed Property with respect thereto originated or purchased and owned by the Seller on such Purchase Date which are to be contributed to the Purchaser on such Purchase Date ("Contributed Receivables"), and shall specify the date of such Purchase (which shall be a Business Day) and the proposed Purchase Price for such Purchase. The Purchaser shall promptly notify the Seller whether it has determined to make such Purchase. Each Purchase Request Notice made by the Seller shall be irrevocable and binding on the Seller, and the Seller shall indemnify the Purchaser against any loss or expense incurred by it as a result of any failure by the Seller to complete such Purchase, including, without limitation, any loss or expense incurred by reason of the Purchaser having agreed to borrow monies under the RLSA to purchase the Receivables which are the subject of such Purchase Request Notice. On the date of each Purchase (each, a "Purchase Date"), the Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, pay the Purchase Price for such Purchase in the manner provided in Section 2.1(c). Each delivery of a Purchase Request Notice shall be accompanied by an updated Schedule of Receivables, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. (c) The price paid for Sold Receivables and Other Conveyed Property related thereto shall be the Purchase Price. Such Purchase Price shall be determined on or prior to the date of such Purchase and shall be paid by means of an immediate cash payment to the Seller by wire transfer on the applicable Purchase Date to an account designated by the Seller on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Seller and the Purchaser on the applicable Purchase Date. On each Purchase Date, the Sold Receivables, the Contributed Receivables and the Other Conveyed Property related thereto shall be assigned to the Purchaser, and on such Purchase Date the Purchaser has paid or caused to be paid to or upon shall pay the order of Seller an amount equal to the book value of the Purchase Price for such Sold Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution Other Conveyed Property related thereto. To the extent that the Purchase Price for any Sold Receivable is less than the Outstanding Principal Balance of such Receivable, the shortfall shall be deemed to have been contributed by the Seller to the capital of the Purchaser on the applicable Purchase Date. (d) On each Purchase Date hereunder, after giving effect to the Purchase on such date, the Purchaser shall own all Receivables identified as being sold to the Purchaser under this Section 2.1 as of such date (including Receivables previously sold by the Seller to the Purchaser hereunder). The Purchase of any Receivable hereunder shall include all Other Conveyed Property with respect to such Receivable. The Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such sold Receivables or Other Conveyed Property. Except as expressly provided otherwise herein or in the related Assignment or Assignment Documents, the Purchaser shall not, in connection with any Purchase hereunder, assume any obligations or liabilities of the Seller under or with respect to any Receivables or any Other Conveyed Property. (e) Until the occurrence of a wholly-owned subsidiary Servicer Default and the replacement of the Seller as Servicer pursuant to the terms of the RLSA, the Seller)., as Servicer, shall conduct the servicing, administration and collection of the Receivables transferred hereunder and shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect such Receivables, from time to time, all in accordance with the terms of the RLSA. In

Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Receivables and the Other Conveyed Property. (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “"Receivables and the Other Conveyed Property”"): (i1) the Receivables and all moneys received thereon after the Cutoff Date;, (ii2) the Other Conveyed Property conveyed to Purchaser by Seller pursuant to this Agreement including (a) 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; , (iiib) any proceeds and the right to receive any 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; , (ivc) 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; , (vd) any proceeds from any Receivable repurchased by 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 Auto Loan Purchase and Sale Agreement, (e) all rights under any Service Contracts on the related Financed Vehicles; Vehicles and (vif) the related Receivable Files;, (vii3) all of the Seller’s 's (Aa) Accounts, (Bb) Chattel Paper, (Cc) Documents, (Dd) Instruments Instruments, and (Ee) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (i1) through and (vi2); , and (viii4) all proceeds and investments with respect to items (i1), (2) through and (vii). It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law3) above. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller Seller, an amount equal to the book value of the Receivables sold by SellerReceivables, as set forth on the books and records of Seller, a portion by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller). SECTION 2.2 [Reserved].

Conveyance of the Receivables and the Other Conveyed Property. SECTION 2.1 Conveyance of the Receivables and the Other ------------------------------------------- Conveyed Property. ----------------- (a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):to: (i) the Receivables and all moneys monies paid or payable thereon on or after the Cutoff Date (including amounts due on or before the Cutoff Date but received thereon by Seller on or after the Cutoff Date); (ii) 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; (iii) 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 policies, if any, covering Financed Vehicles or Obligors Obligors, and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer all rights of Seller against Dealers pursuant to a Dealer Agreement as a result of a breach of representation Agreements or warranty in the related Dealer AgreementAssignments; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable FilesReceivables Files and any and all other documents that Seller keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicles; (vii) property (including the right to receive future Net Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of Purchaser pursuant to liquidation of such Receivable; (viii) the rights under the Standby Processing Agreement; (ix) 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 (i) through (vi)Other Conveyed Property; and (viiix) the proceeds of any and all proceeds and investments with respect to items (i) through (vii)of the foregoing. It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a valid and enforceable sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto thereto, free and clear of any Liensencumbrances or liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s 's estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law. , and Seller delivers to Purchaser an assignment in the form attached hereto as Schedule D with respect to the Receivables to be sold (the "Assignment"). However, in the event that, notwithstanding the intent of the parties hereto, the Receivables are held to be property of Seller's estate, or if for any reason this Agreement is held or deemed to create a security interest in the Receivables, then (a) this agreement and the Assignment shall also be deemed to be a security agreement within the meaning of Article 1, Article 8 and Article 9 of the Uniform Commercial Code as in effect in the State of New York and (b) Simultaneously with the conveyance transfers of the Receivables provided for in this Agreement and the Other Conveyed Property Assignment shall be deemed to be a grant by Seller to Purchaser of, and Seller hereby grants to Purchaser, Purchaser has paid or caused to be paid to or upon the order a security interest in all of Seller an amount equal Seller's rights, title and interest in and to the book value Receivables. Seller hereby represents and warrants that all Receivables transferred, assigned to and originated on behalf of Purchaser hereunder shall be eligible contracts and that all assets conformed with the Schedule of Representations and that all the Receivables acquired by Purchaser do and shall conform with all of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).requirements