Common use of Conveyance of Trust Property Clause in Contracts

Conveyance of Trust Property. (a) In consideration of the Trust’s delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to the Collection Account, the Note Payment Account and the Certificate Payment Account and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the TrustIssuer’s delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of this Agreement or Section 3.04 of the Receivables Purchase Agreement or the purchase of Receivables by the Servicer pursuant to Sections 3.03, 3.08 or 8.01 of this Agreement) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iviii) all proceeds from claims on any physical damage or refunds theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of premiums with respect to physical damage, theft, GAP, any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase AgreementAgreement and the First-Tier Assignment, including the right to require the Seller to repurchase Receivables from the DepositorIssuer; (viii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of the Trust PropertyProperty from the Depositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any Insolvency Law, that the TrustTrust Property shall not be part of the Depositor’s estate. If In the event, however, that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the Notes, Notes and accrued interest thereon and all other amounts owing under the Basic Documents and in such event, this Agreement shall constitute a security agreement under applicable lawApplicable Law. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the TrustIssuer’s delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of this Agreement or Section 3.04 of the Receivables Purchase Agreement or the purchase of Receivables by the Servicer pursuant to Sections 3.03, 3.08 or 8.01 of this Agreement) after the Cutoff Date; (iiiii) the security interests (including in the Financed Vehicles Equipment) granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesEquipment; (iviii) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability any insurance policies relating to the Receivables, the related Financed Vehicles Equipment or the related Obligors; (viv) the Receivable FilesFiles that relate to the Receivables; (viv) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viivi) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase AgreementAgreement and the First-Tier Assignment, including the right to require the Seller to repurchase Receivables from the DepositorIssuer; (viiivii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ixviii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of the Trust PropertyProperty from the Depositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any Insolvency Law, that the TrustTrust Property shall not be part of the Depositor’s estate. If In the event, however, that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the Notes, Notes and accrued interest thereon and all other amounts owing under the Basic Documents and in such event, this Agreement shall constitute a security agreement under applicable lawApplicable Law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance and the Initial Certificate Balance, and authenticated Certificatesrespectively, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesReceivables; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account Account, and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ixviii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the NotesNotes and the Certificates, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s 's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the NotesNotes and the Certificates, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to the Collection Account, the Note Payment Account and the Certificate Payment Account and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a2.1 (a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a2.1 (a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a2.1 (a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a2.1 (a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts with respect to Receivables that are Actuarial Receivables, monies due thereunder after the Cutoff Date (including Payaheads) and, with respect to Receivables that are Simple Interest Receivables, monies received on or in respect of the Receivables thereunder after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesReceivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, investments in financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Receivables held by MMCA; (x) all property (including the right to receive future Liquidation Proceeds) that shall have secured Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Receivable that is a Final Payment Receivable), guarantees and have been repossessed other collateral securing a Receivable (other than a Receivable purchased by the Servicer or on behalf repurchased by the Seller); (xi) all rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the TrustCutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor It is the intention of the Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute constitutes a sale of the Trust Property, conveying good title to the Trust Property, Property from the Depositor Seller to the Trust. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under Section 2.1(a) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the TrustIssuer’s delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of this Agreement or Section 3.04 of the Receivables Purchase Agreement or the purchase of Receivables by the Servicer pursuant to Sections 3.03, 3.08 or 8.01 of this Agreement) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iviii) all proceeds from claims on any physical damage or refunds theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of premiums with respect to physical damage, theft, GAP, any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase AgreementAgreement and the First-Tier Assignment, including the right to require the Seller to repurchase Receivables from the DepositorIssuer; (viii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of the Trust PropertyProperty from the Depositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any Insolvency Law, that the TrustTrust Property shall not be part of the Depositor’s estate. If In the event, however, that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the Notes, Notes and accrued interest thereon and all other amounts owing under the Basic Documents and in such event, this Agreement shall constitute a security agreement under applicable lawApplicable Law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account and the Secondary Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the TrustIssuer’s delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of this Agreement or Section 3.04 of the Receivables Purchase Agreement or the purchase of Receivables by the Servicer pursuant to Sections 3.03, 3.08 or 8.01 of this Agreement) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iviii) all proceeds from claims on any physical damage or refunds theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of premiums with respect to physical damage, theft, GAP, any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase AgreementAgreement and the First-Tier Assignment, including the right to require the Seller to repurchase Receivables from the DepositorIssuer; (viii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of the Trust PropertyProperty from the Depositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any Insolvency Law, that the TrustTrust Property shall not be part of the Depositor’s estate. If However, in the event that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the Notes, Notes and accrued interest thereon and all other amounts owing under the Basic Documents and in such event, this Agreement shall constitute a security agreement under applicable lawApplicable Law. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the TrustIssuer’s delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of this Agreement or Section 3.04 of the Receivables Purchase Agreement or the purchase of Receivables by the Servicer pursuant to Sections 3.03, 3.08 or 8.01 of this Agreement) after the Cutoff Date; (iiiii) the security interests (including in the Financed Vehicles Equipment) granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesEquipment; (iviii) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability any insurance policies relating to the Receivables, the related Financed Vehicles Equipment or the related Obligors; (viv) the Receivable FilesFiles that relate to the Receivables; (viv) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viivi) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase AgreementAgreement and the First-Tier Assignment, including the right to require the Seller to repurchase Receivables from the DepositorIssuer; (viiivii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ixviii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of the Trust PropertyProperty from the Depositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any Insolvency Law, that the TrustTrust Property shall not be part of the Depositor’s estate. If In the event, however, that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the Notes, Notes and accrued interest thereon and all other amounts owing under the Basic Documents and in such event, this Agreement shall constitute a security agreement under applicable lawApplicable Law. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesReceivables; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account Account, and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ixviii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s 's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account and the Secondary Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument instrument- related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts with respect to Receivables that are Actuarial Receivables, monies due thereunder after the Cutoff Date (including Payaheads) and, with respect to Receivables that are Simple Interest Receivables, monies received thereunder on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesReceivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, investments in financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Receivables held by MMCA; (x) all property (including the right to receive future Liquidation Proceeds) that shall have secured Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Receivable that is a Final Payment Receivable), guarantees and have been repossessed other collateral securing a Receivable (other than a Receivable purchased by the Servicer or on behalf repurchased by the Seller); (xi) all rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the TrustCutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor It is the intention of the Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute constitutes a sale of the Trust Property, conveying good title to the Trust Property, Property from the Depositor Seller to the Trust. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under Section 2.1(a) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts with respect to Receivables that are Actuarial Receivables, monies due thereunder after the Cutoff Date (including Payaheads) and, with respect to Receivables that are Simple Interest Receivables, monies received on or in respect of the Receivables thereunder after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesReceivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Receivables held by MMCA; (x) all property (including the right to receive future Liquidation Proceeds) that shall have secured Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Final Payment Receivable), guarantees and other collateral securing a Receivable (other than a Receivable purchased by the Servicer or repurchased by the Seller); (xi) all rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Receivables in effect as of the TrustCutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor It is the intention of the Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute constitutes a sale of the Trust PropertyProperty from the Seller to the Trust, conveying good title to the Trust PropertyProperty free and clear of any liens and, from in the Depositor to event of the Trustfiling of a bankruptcy petition by or against the Seller under any bankruptcy or similar law, that the Trust Property shall not be part of the Seller's estate. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under Section 2.1(a) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the TrustIssuer’s delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 or Section 8.01 or the purchase of Receivables by the Servicer pursuant to Section 3.08) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iviii) all proceeds from claims on any physical damage or refunds theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of premiums with respect to physical damage, theft, GAP, any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase AgreementAgreement and First-Tier Assignment, including the right to require the Seller to repurchase Receivables from the DepositorIssuer; (viii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of the Trust PropertyProperty from the Depositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any Insolvency Law, that the TrustTrust Property shall not be part of the Depositor’s estate. If However, in the event that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the Notes, Notes and accrued interest thereon and all other amounts owing under the Basic Documents and in such event, this Agreement shall constitute a security agreement under applicable lawApplicable Law. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the TrustIssuer’s delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of this Agreement or Section 3.03(c) of the Receivables Purchase Agreement or the purchase of Receivables by the Servicer pursuant to Section 3.03, 3.08 or 8.01 of this Agreement) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iviii) all proceeds from claims on any physical damage or refunds theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of premiums with respect to physical damage, theft, GAP, any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase AgreementAgreement and the First-Tier Assignment, including the right to require the Seller to repurchase Receivables from the DepositorIssuer; (viii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of the Trust PropertyProperty from the Depositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any Insolvency Law, that the TrustTrust Property shall not be part of the Depositor’s estate. If However, in the event that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the Notes, Notes and accrued interest thereon and all other amounts owing under the Basic Documents and in such event, this Agreement shall constitute a security agreement under applicable lawApplicable Law. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts with respect to Receivables that are Actuarial Receivables, monies due thereunder after the Cutoff Date (including Payaheads) and, with respect to Receivables that are Simple Interest Receivables, monies received on or in respect of the Receivables thereunder after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesReceivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, investments in financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Receivables held by MMCA; (x) all property (including the right to receive future Liquidation Proceeds) that shall have secured Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Final Payment Receivable), guarantees and other collateral securing a Receivable (other than a Receivable purchased by the Servicer or repurchased by the Seller); (xi) all rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Receivables in effect as of the TrustCutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor It is the intention of the Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute constitutes a sale of the Trust PropertyProperty from the Seller to the Trust, conveying good title to the Trust PropertyProperty free and clear of any liens and, from in the Depositor to event of the Trustfiling of a bankruptcy petition by or against the Seller under any bankruptcy or similar law, that the Trust Property shall not be part of the Seller's estate. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under Section 2.1(a) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the TrustIssuer’s delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of this Agreement or Section 3.03(c) of the Receivables Purchase Agreement or the purchase of Receivables by the Servicer pursuant to Section 3.03, Section 3.08 or Section 8.01) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iviii) all proceeds from claims on any physical damage or refunds theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of premiums with respect to physical damage, theft, GAP, any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase AgreementAgreement and First-Tier Assignment, including the right to require the Seller to repurchase Receivables from the DepositorIssuer; (viii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of the Trust PropertyProperty from the Depositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any Insolvency Law, that the TrustTrust Property shall not be part of the Depositor’s estate. If However, in the event that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the Notes, Notes and accrued interest thereon and all other amounts owing under the Basic Documents and in such event, this Agreement shall constitute a security agreement under applicable lawApplicable Law. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the TrustIssuer’s delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of this Agreement or Section 3.03(c) of the Receivables Purchase Agreement or the purchase of Receivables by the Servicer pursuant to Section 3.03, Section 3.08 or Section 8.01) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iviii) all proceeds from claims on any physical damage or refunds theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of premiums with respect to physical damage, theft, GAP, any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase AgreementAgreement and the First-Tier Assignment, including the right to require the Seller to repurchase Receivables from the DepositorIssuer; (viii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of the Trust PropertyProperty from the Depositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any Insolvency Law, that the TrustTrust Property shall not be part of the Depositor’s estate. If However, in the event that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the Notes, Notes and accrued interest thereon and all other amounts owing under the Basic Documents and in such event, this Agreement shall constitute a security agreement under applicable lawApplicable Law. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Initial Receivables; (ii) all amounts received with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or in respect of the Receivables after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder on or after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesInitial Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Initial Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, investments in financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Initial Receivables held by MMCA; (x) all property (including the right to receive future Liquidation ProceedsProceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivable that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or repurchased by the Seller); (xi) that shall have secured a Receivable all rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the TrustInitial Cutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Indenture Trustee's delivery on or prior to any Subsequent Transfer Date to the Seller of the amount described in Section 4.8(a) to be delivered to the Seller, the Seller shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the obligations herein), on each Subsequent Transfer Date, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent Receivables held by the Servicer; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent Receivable purchased by the Servicer or repurchased by the Seller); (ix) all of the Seller's rights under the related First Tier Subsequent Assignment; (x) all rebates of premiums and other amounts relating to insurance policies and other items financed under such Subsequent Receivables in effect as of the related Subsequent Cutoff Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (c) It is the intention of the Seller and the Trust intend that the transfer transfers of the Trust Property contemplated by Section Sections 2.1(a) and any Second-Tier Subsequent Assignments executed pursuant to Section 2.1(b) constitute a sale sales of the Trust Property, conveying good title to the Trust Property, Property from the Depositor Seller to the Trust. If However, in the event that such transfer is transfers are deemed to be a pledge to secure the payment of the Notes, howeverpledges, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (cd) The saleSeller shall sell, transfer, assign and otherwise convey to the Trust on any Subsequent Transfer Date the Subsequent Receivables and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and the Rating Agencies (A) written notification of the addition of such Subsequent Receivables at least five (5) Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E hereto (the "Second-Tier Subsequent Assignment"), which shall include a Schedule A attached thereto listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables that are property of the Trust; (iv) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and conveyance shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the applicable Subsequent Reserve Account Deposit for such Subsequent Transfer Date shall have been made; (vi) the applicable Subsequent Payahead Account Deposit for such Subsequent Transfer Date shall have been made; (vii) the applicable Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date shall have been made; (viii) the Receivables, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria as of the related Subsequent Cutoff Date: (A) the weighted average remaining maturity of the Receivables will not be more than 53 months; and (B) the aggregate principal balance of the Last Scheduled Payments as a percentage of the Pool Balance will not be greater than 26%; (ix) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date; (x) each of the representations and warranties made by the Seller pursuant to Sections 2.2 and 6.1 of this Agreement and by MMCA pursuant to Section 3.2 of the Purchase Agreement, with respect to the Seller, MMCA or the Subsequent Receivables, as applicable, shall be true and correct as of the date as of which such representations and warranties are made; (xi) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables have been sold to the Trust pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Subsequent Receivables certified by an officer of the Seller to be true, correct and complete; (xii) the Seller shall have taken any action required to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Trustee in the Collateral; (xiii) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xiv) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust, the Noteholders or the Certificateholders; (xv) the Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel relating to the security interests of the Owner Trustee and the Indenture Trustee in the Subsequent Receivables in substantially the form of the Opinion of Counsel delivered the Owner Trustee, the Indenture Trustee and the Rating Agencies regarding such matters on the Closing Date; (xvi) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.1(d) (substantially in the form attached as Annex A to the form of Second- Tier Subsequent Assignment attached hereto as Exhibit E); (xvii) all the conditions to the transfer of the Subsequent Receivables by MMCA to the Seller specified in Section 4.1(b) of the Purchase Agreement shall be satisfied; and (xviii) the Servicer shall have provided to each of the Trust and the Indenture Trustee the Officer's Certificate required to be provided by the Servicer pursuant to Section 2.4. (e) The Seller agrees to transfer to the Trust, pursuant to Section 2.1(b), Subsequent Receivables with an aggregate Principal Balance as of the related Subsequent Cutoff Dates of approximately $202,210,941.29, subject only to availability thereof. (f) The sales, transfers, assignments and conveyances of the Trust Property made under Section Sections 2.1(a) and (b) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance and the Initial Certificate Balance, and authenticated Certificatesrespectively, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesReceivables; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account Account, and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ixviii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the NotesNotes and the Certificates, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s 's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the NotesNotes and the Certificates, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s Issuer's delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Initial Receivables and all amounts received due and collected on or in respect of the Initial Receivables (including proceeds of the repurchase of Initial Receivables by the Seller pursuant to Section 2.04 or the purchase of Initial Receivables by the Master Servicer pursuant to Section 3.08 or 8.01) after the Initial Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor in such Financed Vehicles; (iviii) all proceeds from claims on or refunds of premiums with respect to of any physical damage, theft, GAP, damage or theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of or refunds of premiums of any credit life or credit disability insurance policies relating to the Initial Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Initial Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesInitial Receivables; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Fund, the Pre-Funding Account and the Reserve Negative Carry Account and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a an Initial Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, documents, money, investment property, deposit accounts, letters of credit, letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitutes all or part of, or is included in, the proceeds of any of the foregoing. (b) Subject to the satisfaction of the conditions set forth in Section 2.01(d), in consideration of the delivery by (or at the direction of) the Indenture Trustee on or prior to any Subsequent Transfer Date to the Depositor of the amount described in Section 4.08(a) and any increase in the value of the Certificate (as more fully described in Section 2 of the Purchase Agreement) to be delivered to the Depositor, the Depositor shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquired or arising, wheresoever located, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment and all amounts due and collected on or in respect of the Subsequent Receivables (including proceeds of the repurchase of Subsequent Receivables by the Seller pursuant to Section 2.04 or the purchase of Subsequent Receivables by the Master Servicer pursuant to Section 3.08 or 8.01) after the related Subsequent Cutoff Date; (ii) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Subsequent Receivables and any other interest of the Depositor in such Financed Vehicles; (iii) all proceeds from claims on or refunds of premiums of any physical damage or theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of or refunds of premiums of any credit life or credit disability insurance policies relating to the Subsequent Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Subsequent Receivables; (v) any proceeds of Dealer Recourse that relate to the Subsequent Receivables; (vi) the right to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Subsequent Receivable and have been repossessed by or on behalf of the Issuer; (vii) all of the Depositor's rights under the related First-Tier Subsequent Assignment; and (viii) all present and future claims, demands, causes of action or choses in action in respect of any or all of the foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, notes, drafts, acceptances, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (bc) The Depositor and the Trust Issuer intend that the each transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute or 2.01(b) constitutes a sale of such Trust Property from the Trust PropertyDepositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any bankruptcy or similar law, that the TrustTrust Property shall not be part of the Depositor's estate. If However, in the event that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s 's right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the NotesNotes and accrued interest thereon, and in such event, this Agreement shall constitute a security agreement under applicable law. (cd) The saleDepositor shall sell, transfer, assignment assign and conveyance otherwise convey to the Issuer on any Subsequent Transfer Date the related Subsequent Receivables and the other property and rights related thereto described in Section 2.01(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Depositor shall have provided the Indenture Trustee, the Owner Trustee and each Rating Agency (A) written notification of the addition of such Subsequent Receivables at least three Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Depositor shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed Second-Tier Subsequent Assignment, which shall include a Schedule A attached thereto listing each Subsequent Receivable to be transferred to the Issuer on such Subsequent Transfer Date (and such Schedule A shall be deemed to modify the Schedule of Receivables delivered at the Closing Date and all Schedule As delivered after the Closing Date and prior to such Subsequent Transfer Date); (iii) the Depositor shall, to the extent required by Section 4.02, have deposited into the Collection Account all Available Collections in respect of the Subsequent Receivables that are property of the Issuer; (iv) as of such Subsequent Transfer Date: (A) the Depositor shall not be insolvent and shall not become insolvent as a result of the transfer of the Subsequent Receivables on such Subsequent Transfer Date, (B) the Depositor shall not intend to incur or believe that it would incur debts that would be beyond the Depositor's ability to pay as such debts matured, (C) such transfer shall not be made by the Depositor with actual intent to hinder, delay or defraud any Person and (D) the assets of the Depositor shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date; (vi) each of the representations and warranties made by the Depositor in Sections 2.03 and 5.01 of this Agreement and by the Seller pursuant to Sections 3.02 and 3.03 of the Receivables Purchase Agreement, with respect to the Depositor, the Seller or the Subsequent Receivables, as the case may be, shall be true and correct as of the date as of which such representations and warranties are made; (vii) the Depositor shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables have been sold to the Issuer pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Subsequent Receivables certified by an officer of the Depositor to be true, correct and complete; (viii) the Depositor shall have taken any action required to maintain the first perfected ownership interest of the Issuer in the Trust Property and the first priority perfected security interest of the Indenture Trustee in the Collateral; (ix) no selection procedures believed by the Depositor to be adverse to the interests of the Issuer or Securityholders shall have been utilized in selecting the Subsequent Receivables; (x) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Issuer or Securityholders; (xi) the Master Servicer shall have provided to the Issuer and the Indenture Trustee the Officer's Certificate required to be provided by the Master Servicer pursuant to Section 2.05; (xii) pursuant to Section 4.07(a), the applicable Reserve Fund Subsequent Deposit has been deposited into the Reserve Fund; (xiii) the Depositor shall have delivered to the Underwriters and the Rating Agencies, Opinions of Counsel relating to the enforceability of the Subsequent Transfer Documents and the security interests of the Issuer and the Indenture Trustee, respectively, in the Subsequent Receivables in substantially the form of the respective Opinions of Counsel delivered to the Underwriters and the Rating Agencies, regarding such matters pertaining to the Initial Contracts on the Closing Date; (xiv) all the conditions to the transfer of the Subsequent Receivables by the Seller to the Depositor specified in Section 4.01(b) of the Receivables Purchase Agreement shall be satisfied; and (xv) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.01(d). (e) The sales, transfers, assignments and conveyances of Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto. (f) Each of the parties hereto intend that the (i) FDIC Rule shall apply to the transactions contemplated by this Agreement and the other Basic Documents and (ii) transactions contemplated by this Agreement and the other Basic Documents, taken as a whole, constitute a "securitization" within the meaning of the FDIC Rule.

Conveyance of Trust Property. (a) In consideration of the Trust’s Issuer's delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, acquired or arising in, to and under the following:following (collectively, the "Trust Property"): (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.04 or the purchase of Receivables by the Servicer pursuant to Section 3.08 or 8.01) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesReceivables; (iviii) all proceeds from claims on or refunds of premiums with respect to any physical damage, theft, GAP, damage or theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds of or refunds of premiums of any credit life or credit disability insurance policies relating to the Receivables, the Financed Vehicles or the Obligors; (viv) the Receivable Files; (v) any proceeds of Dealer Recourse; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account, the Yield Supplement Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and or choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of the Trust PropertyProperty from the Depositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any bankruptcy or similar law, that the TrustTrust Property shall not be part of the Depositor's estate. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s 's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a2.01(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto. (d) Each of the parties hereto intend that the (i) FDIC Rule shall apply to the transactions contemplated by this Agreement and the other Basic Documents and (ii) transactions contemplated by this Agreement and the other Basic Documents, taken as a whole, constitute a "securitization" within the meaning of the FDIC Rule.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Initial Receivables; (ii) all amounts received on or in with respect of the to Initial Receivables that are Actuarial Receivables, monies due thereunder after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesInitial Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Initial Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, investments in financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Initial Receivables held by MMCA; (x) all property (including the right to receive future Liquidation ProceedsProceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivables that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or repurchased by the Seller); (xi) that shall have secured a Receivable all rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the TrustInitial Cutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer Subject to satisfaction of the Trust Property contemplated by conditions set forth in Section 2.1(a) constitute a sale 2.1(d), in consideration of the Trust Property, conveying good title Indenture Trustee's delivery on or prior to any Subsequent Transfer Date to the Trust PropertySeller of the amount described in Section 4.11(a) to be delivered to the Seller, from the Depositor Seller shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants without recourse (subject to the Trust a first priority security interest in obligations herein), on each Subsequent Transfer Date, all of the Depositor’s right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Trust Propertyfollowing: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and all proceeds thereof, to secure the payment any other interest of the Notes, and Seller in such event, this Agreement shall constitute a security agreement under applicable law.Financed Vehicles; (civ) The saleall rights to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, transfertheft, assignment and conveyance credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller Seller's rights to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.Receivable Files that relate to such Subsequent Receivables;

Conveyance of Trust Property. (a) In consideration of the Trust’s Issuer's delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, acquired or arising in, to and under the following:following (collectively, the "Trust Property"): (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.04 or the purchase of Receivables by the Servicer pursuant to Section 3.08 or 8.01) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesReceivables; (iviii) all proceeds from claims on or refunds of premiums with respect to any physical damage, theft, GAP, damage or theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds of or refunds of premiums of any credit life or credit disability insurance policies relating to the Receivables, the Financed Vehicles or the Obligors; (viv) the Receivable Files; (v) any proceeds of Dealer Recourse; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and or choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.all

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: : (i) the Initial Receivables; ; (ii) all amounts received with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or in respect of the Receivables after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder on or after the Initial Cutoff Date; ; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Trust in such Financed Vehicles; ; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; ; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited rights to receive proceeds with respect to the Collection Account, the Note Payment Account and the Certificate Payment Account and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Initial Receivables from the Depositorrecourse to Dealers thereon pursuant to Dealer Agreements; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the TrustIssuer’s delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of this Agreement or Section 3.04 of the Receivables Purchase Agreement or the purchase of Receivables by the Servicer pursuant to Sections 3.03, 3.08 or 8.01 of this Agreement) after the Cutoff Date; (iiiii) the security interests (including in the Financed Vehicles Equipment) granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesEquipment; (iviii) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability any insurance policies relating to the Receivables, the related Financed Vehicles Equipment or the related Obligors; (viv) the Receivable FilesFiles that relate to the Receivables; (viv) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viivi) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase AgreementAgreement and the First-Tier Assignment, including the right to require the Seller to repurchase Receivables from the DepositorIssuer; (viiivii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ixviii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of the Trust PropertyProperty from the Depositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any Insolvency Law, that the TrustTrust Property shall not be part of the Depositor’s estate. If In the event, however, that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the Notes, Notes and accrued interest thereon and all other amounts owing under the Basic Documents and in such event, this Agreement shall constitute a security agreement under applicable lawApplicable Law. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Initial Receivables; (ii) all amounts received with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or in respect of the Receivables after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder on or after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesInitial Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Initial Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, investments in financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Initial Receivables held by MMCA; (x) all property (including the right to receive future Liquidation ProceedsProceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivable that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or repurchased by the Seller); (xi) that shall have secured a Receivable all rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the TrustInitial Cutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Indenture Trustee's delivery on or prior to any Subsequent Transfer Date to the Seller of the amount described in Section 4.8(a) to be delivered to the Seller, the Seller shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the obligations herein), on each Subsequent Transfer Date, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent Receivables held by the Servicer; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent Receivable purchased by the Servicer or repurchased by the Seller); (ix) all of the Seller's rights under the related First Tier Subsequent Assignment; (x) all rebates of premiums and other amounts relating to insurance policies and other items financed under such Subsequent Receivables in effect as of the related Subsequent Cutoff Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (c) It is the intention of the Seller and the Trust intend that the transfer transfers of the Trust Property contemplated by Section Sections 2.1(a) and any Second-Tier Subsequent Assignments executed pursuant to Section 2.1(b) constitute a sale sales of the Trust Property, conveying good title to the Trust Property, Property from the Depositor Seller to the Trust. If However, in the event that such transfer is transfers are deemed to be a pledge to secure the payment of the Notes, howeverpledges, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (cd) The saleSeller shall sell, transfer, assign and otherwise convey to the Trust on any Subsequent Transfer Date the Subsequent Receivables and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and the Rating Agencies (A) written notification of the addition of such Subsequent Receivables at least five (5) Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E hereto (the "Second-Tier Subsequent Assignment"), which shall include a Schedule A attached thereto listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables that are property of the Trust; (iv) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and conveyance shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the applicable Subsequent Reserve Account Deposit for such Subsequent Transfer Date shall have been made; (vi) the applicable Subsequent Payahead Account Deposit for such Subsequent Transfer Date shall have been made; (vii) the applicable Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date shall have been made; (viii) the amount on deposit in the Negative Carry Account for such Subsequent Transfer Date is not less than the Required Negative Carry Account Balance for such Subsequent Transfer Date; (ix) the Receivables, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria as of the related Subsequent Cutoff Date: (A) the weighted average remaining maturity of the Receivables will not be more than [_____] months for Deferred Payment Receivables, and (B) the aggregate principal balance of the Last Scheduled Payments as a percentage of the Pool Balance will not be greater than _____%; (x) the Pre-Funding and Reinvestment Period shall not have terminated prior to the Subsequent Transfer Date; (xi) each of the representations and warranties made by the Seller pursuant to Sections 2.2 and 6.1 of this Agreement and by MMCA pursuant to Section 3.2 of the Purchase Agreement, with respect to the Seller, MMCA or the Subsequent Receivables, as applicable, shall be true and correct as of the date as of which such representations and warranties are made; (xii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables have been sold to the Trust pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Subsequent Receivables certified by an officer of the Seller to be true, correct and complete; (xiii) the Seller shall have taken any action required to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Trustee in the Collateral; (xiv) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xv) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust, the Noteholders or the Certificateholders; (xvi) the Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel relating to the security interests of the Owner Trustee and the Indenture Trustee in the Subsequent Receivables in substantially the form of the Opinion of Counsel delivered the Owner Trustee, the Indenture Trustee and the Rating Agencies regarding such matters on the Closing Date; (xvii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.1(d) (substantially in the form attached as Annex A to the form of Second-Tier Subsequent Assignment attached hereto as Exhibit E); (xviii) all the conditions to the transfer of the Subsequent Receivables by MMCA to the Seller specified in Section 4.1(b) of the Purchase Agreement shall be satisfied; and (xix) the Servicer shall have provided to each of the Trust and the Indenture Trustee the Officer's Certificate required to be provided by the Servicer pursuant to Section 2.4. (e) The Seller agrees to transfer to the Trust, pursuant to Section 2.1(b), Subsequent Deferred Payment Receivables having an aggregate Principal Balance as of the related Subsequent Cutoff Dates of approximately $______, subject only to availability thereof. The Seller agrees to transfer to the Trust on each Payment Date during the Pre-Funding and Reinvestment Period, Reinvestment Receivables having an aggregate Principal Balance equal to the Required Reinvestment Amount for the preceding Collection Period, subject only to the availability of such Reinvestment Receivables. (f) The sales, transfers, assignments and conveyances of the Trust Property made under Section Sections 2.1(a) and (b) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s 's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Initial Receivables; (ii) all amounts received on or in with respect of the to Initial Receivables that are Actuarial Receivables, monies due thereunder after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesInitial Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Initial Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, investments in financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Initial Receivables held by MMCA; (x) all property (including the right to receive future Liquidation ProceedsProceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivables that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or repurchased by the Seller); (xi) that shall have secured a Receivable all rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the TrustInitial Cutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (bxiii) The Depositor It is the intention of the Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute constitutes a sale of the Trust PropertyProperty from the Seller to the Trust, conveying good title to the Trust PropertyProperty free and clear of any liens and, from in the Depositor to event of the Trustfiling of a bankruptcy petition by or against the Seller under any bankruptcy or similar law, that the Trust Property shall not be part of the Seller's estate. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the Trust to the Seller in an amount equal to the sum of the initial principal amount of the Notes plus accrued interest thereon and the Initial Certificate Balance. (b) Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Indenture Trustee's delivery on or prior to any Subsequent Transfer Date to the Seller of the amount described in Section 4.11(a) to be delivered to the Seller, the Seller shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the obligations herein), on each Subsequent Transfer Date, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent Receivables held by the Servicer; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent Receivable purchased by the Servicer or repurchased by the Seller); (ix) all of the Seller's rights under the related First-Tier Subsequent Assignment; (x) all rebates of premiums and other amounts relating to insurance policies and other items financed under such Subsequent Receivables in effect as of the related Subsequent Cutoff Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the Notes, and in such event, this Agreement shall constitute a security agreement under applicable lawproceeds of any of the foregoing. (c) It is the intention of the Seller and the Trust that the transfer of the Trust Property contemplated by Section 2.1(a) and any Second-Tier Subsequent Assignments executed pursuant to Section 2.1(b) constitute sales of the Trust Property from the Seller to the Trust, conveying good title to the Trust Property free and clear of any liens and, in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law, that the Trust Property shall not be part of the Seller's estate. However, in the event that such transfer is deemed to be a pledge, the Seller hereby grants to the Trust a first priority security interest in all of the Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the Trust to the Seller in an amount equal to the sum of the initial principal amount of the Notes plus accrued interest thereon and the Initial Certificate Balance. (d) The saleSeller shall sell, transfer, assign and otherwise convey to the Trust on any Subsequent Transfer Date the Subsequent Receivables and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and the Rating Agencies (A) written notification of the addition of such Subsequent Receivables at least five Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E hereto (the "Second-Tier Subsequent Assignment"), which shall include a Schedule A attached thereto listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables that are property of the Trust; (iv) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and conveyance shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the applicable Subsequent Reserve Account Deposit for such Subsequent Transfer Date shall have been made; (vi) the applicable Subsequent Payahead Account Deposit for such Subsequent Transfer Date shall have been made; (vii) the applicable Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date shall have been made; (viii) the Receivables, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria as of the related Subsequent Cutoff Date: (A) the weighted average number of payments remaining until the maturity of the Receivables will not be more than 66 payments; and (B) the aggregate principal balance of the Last Scheduled Payments as a percentage of the Pool Balance will not be greater than 15.2%; (ix) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date; (x) each of the representations and warranties made by the Seller pursuant to Sections 2.2 and 6.1 of this Agreement and by MMCA pursuant to Section 3.2 of the Purchase Agreement, with respect to the Seller, MMCA or the Subsequent Receivables, as applicable, shall be true and correct as of the date as of which such representations and warranties are made; (xi) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables have been sold to the Trust pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Subsequent Receivables certified by an officer of the Seller to be true, correct and complete; (xii) the Seller shall have taken any action required to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Trustee in the Collateral; (xiii) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xiv) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust, the Noteholders or the Certificateholders; (xv) the Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel relating to the security interests of the Owner Trustee and the Indenture Trustee in the Subsequent Receivables in substantially the form of the Opinion of Counsel delivered the Owner Trustee, the Indenture Trustee and the Rating Agencies regarding such matters on the Closing Date; (xvi) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.1(d) (substantially in the form attached as Annex A to the form of Second-Tier Subsequent Assignment attached hereto as Exhibit E); (xvii) all the conditions to the transfer of the Subsequent Receivables by MMCA to the Seller specified in Section 4.1(b) of the Purchase Agreement shall be satisfied; and (xviii) the Servicer shall have provided to each of the Trust and the Indenture Trustee the Officer's Certificate required to be provided by the Servicer pursuant to Section 2.4. (e) The sales, transfers, assignments and conveyances of the Trust Property made under Section 2.1(a) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts with respect to Receivables that are Actuarial Receivables, monies due thereunder after the Cutoff Date (including Payaheads) and, with respect to Receivables that are Simple Interest Receivables, monies received thereunder on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesReceivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, investments in financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Receivables held by MMCA; (x) all property (including the right to receive future Liquidation Proceeds) that shall have secured Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Receivable that is a Final Payment Receivable), guarantees and have been repossessed other collateral securing a Receivable (other than a Receivable purchased by the Servicer or on behalf repurchased by the Seller); (xi) all rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the TrustCutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Indenture Trustee's delivery on or prior to any Subsequent Transfer Date to the Seller of the amount described in Section 4.11(a) to be delivered to the Seller, the Seller shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the obligations herein), on each Subsequent Transfer Date, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent Receivables held by the Servicer; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent Receivable purchased by the Servicer or repurchased by the Seller); (ix) all of the Seller's rights under the related First Tier Subsequent Assignment; (x) all rebates of premiums and other amounts relating to insurance policies and other items financed under such Subsequent Receivables in effect as of the related Subsequent Cutoff Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (c) It is the intention of the Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) and any Second-Tier Subsequent Assignments executed pursuant to Section 2.1(b) constitute a sale sales of the Trust Property, conveying good title to the Trust Property, Property from the Depositor Seller to the Trust. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (cd) The saleSeller shall sell, transfer, assign and otherwise convey to the Trust on any Subsequent Transfer Date the Subsequent Receivables and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and the Rating Agencies (A) written notification of the addition of such Subsequent Receivables at least five (5) Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E hereto (the "Second-Tier Subsequent Assignment"), which shall include a Schedule A attached thereto listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables that are property of the Trust; (iv) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and conveyance shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the applicable Subsequent Reserve Account Deposit for such Subsequent Transfer Date shall have been made; (vi) the applicable Subsequent Payahead Account Deposit for such Subsequent Transfer Date shall have been made; (vii) the applicable Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date shall have been made; (viii) the Receivables, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria as of the related Subsequent Cutoff Date: (A) the weighted average remaining maturity of the Receivables will not be more than [___] months; and (B) the aggregate principal balance of the Last Scheduled Payments as a percentage of the Pool Balance will not be greater than [___]%; (ix) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date; (x) each of the representations and warranties made by the Seller pursuant to Sections 2.2 and 6.1 of this Agreement and by MMCA pursuant to Section 3.2 of the Purchase Agreement, with respect to the Seller, MMCA or the Subsequent Receivables, as applicable, shall be true and correct as of the date as of which such representations and warranties are made; (xi) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables have been sold to the Trust pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Subsequent Receivables certified by an officer of the Seller to be true, correct and complete; (xii) the Seller shall have taken any action required to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Trustee in the Collateral; (xiii) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xiv) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust, the Noteholders or the Certificateholders; (xv) the Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel relating to the security interests of the Owner Trustee and the Indenture Trustee in the Subsequent Receivables in substantially the form of the Opinion of Counsel delivered the Owner Trustee, the Indenture Trustee and the Rating Agencies regarding such matters on the Closing Date; (xvi) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.1(d) (substantially in the form attached as Annex A to the form of Second-Tier Subsequent Assignment attached hereto as Exhibit E); (xvii) all the conditions to the transfer of the Subsequent Receivables by MMCA to the Seller specified in Section 4.1(b) of the Purchase Agreement shall be satisfied; and (xviii) the Servicer shall have provided to each of the Trust and the Indenture Trustee the Officer's Certificate required to be provided by the Servicer pursuant to Section 2.4. (e) The Seller agrees to transfer to the Trust, pursuant to Section 2.1(b), Subsequent Receivables with an aggregate Principal Balance as of the related Subsequent Cutoff Dates of approximately $[____________], subject only to availability thereof. (f) The sales, transfers, assignments and conveyances of the Trust Property made under Section 2.1(a) and (b) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the TrustIssuer’s delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.04 or the purchase of Receivables by the Master Servicer pursuant to Section 3.08 or 8.01) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iviii) all proceeds from claims on and refunds of premiums of any physical damage or theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of or refunds of premiums with respect to physical damage, theft, GAP, of any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of such Trust Property from the Trust PropertyDepositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any bankruptcy or similar law, that the TrustTrust Property shall not be part of the Depositor’s estate. If However, in the event that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the Notes, Notes and accrued interest thereon and all other amounts owing under the Basic Documents and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the TrustIssuer’s delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (ii ) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of this Agreement or Section 3.04 of the Receivables Purchase Agreement or the purchase of Receivables by the Servicer pursuant to Sections 3.03, 3.08 or 8.01 of this Agreement) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iviii) all proceeds from claims on any physical damage or refunds theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of premiums with respect to physical damage, theft, GAP, any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase AgreementAgreement and the First-Tier Assignment, including the right to require the Seller to repurchase Receivables from the DepositorIssuer; (viii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s Issuer's delivery to, or upon the written order of, the Depositor Seller of authenticated Notes, the Notes and the Certificates in authorized denominations in an aggregate principal amounts amount equal to 96.63% of the Initial Note Pool Balance, and authenticated Certificates, the Depositor Seller does hereby irrevocably sellstransfer, transfers, assigns, sets over assign and otherwise conveys convey to the Trust, Issuer without recourse (subject to the obligations herein), ) all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, inin and to the following (collectively, to and under the following: "Trust Property"): (i) the Receivables; ; (ii) all amounts received with respect to Receivables that are Actuarial Receivables, monies due thereunder on or in after the Cutoff Date (including Payaheads) and, with respect of the to Receivables that are Simple Interest Receivables, monies due or received thereunder on or after the Cutoff Date; ; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor Issuer in such the Financed Vehicles; ; (iv) all rights to receive proceeds with respect to the Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAPcredit life, credit life disability, or credit disability other insurance policies relating to the covering Financed Vehicles or the Obligors; ; (v) the Receivable Files; Dealer Recourse; (vi) all of the Collection AccountSeller's rights to the Receivable Files that relate to the Receivables; (vii) the Trust Accounts, the Note Payment Certificate Interest Distribution Account, the Certificate Payment Account and the Reserve Principal Distribution Account and all amounts, securities, financial assetsinvestments, investments investment property and other property deposited in or credited to any of the Collection Accountforegoing, all security entitlements relating to the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; ; (viiviii) all rights of the Depositor Seller's rights under this Agreement; (ix) all of the Seller's rights under the Receivables Purchase Agreement, including the right to require of the Seller to cause Ford Credit to repurchase Receivables from the Depositor; Seller; (viiix) payments and proceeds with respect to the right to realize upon any Receivables held by the Servicer; (xi) all property (including the right to receive future Liquidation Proceeds) that shall have secured securing a Receivable (other than a Receivable purchased by the Servicer or purchased by the Seller); (xii) rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Receivables in effect as of the TrustCutoff Date; and and (ixxiii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, Any transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In Subject to SECTION 2.1(B), in consideration of the Trust’s 's delivery to, or upon to the written order ofSeller of the Purchase Price, the Depositor of authenticated NotesSeller hereby agrees to sell, in authorized denominations in aggregate principal amounts equal to the Initial Note Balancetransfer, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assign and otherwise conveys convey to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the ReceivablesContracts; (ii) all amounts received on or in respect of the Receivables Contracts after the applicable Cutoff DateDate (except that interest accrued on the Contracts prior to the applicable Cutoff Date and received after such Cutoff Date will be remitted by the Trust to the Seller); (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Reserve Account, the Certificate Prefunding Account, the Class A Note Payment Account and the Reserve Class B Note Payment Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (iv) the security interests in the Financed Vehicles; (v) any proceeds from claims on or refunds of premiums with respect to extended warranties or physical damage, theft, credit life and credit disability insurance policies relating to the Financed Vehicles or the related Obligors; (vi) any Liquidation Proceeds; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the DepositorContract Files; (viii) rights under the right Servicing Agreement to realize upon any property (including cause the right Servicer to receive future Liquidation Proceeds) that shall have secured a Receivable purchase Contracts affected materially and have been repossessed adversely by or on behalf breaches of the Trustrepresentations and warranties of the Servicer made in the Servicing Agreement; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) On the Closing Date, subject to the terms and conditions of this Agreement, in consideration of the Trust's delivery of the Initial Contract Price, the Seller hereby irrevocably sells, transfers, assigns and otherwise conveys to the Trust and the Trust hereby purchases from the Seller the Initial Contracts and the Initial Conveyed Property. On each Additional Contract Purchase Date subject to the terms and conditions of this Agreement, in consideration of the Trust's delivery of the Additional Purchase Price, the Seller will transfer, assign and otherwise convey and the Trust will purchase from the Seller such Additional Contracts and Additional Conveyed Property as the Seller may specify by written notice to the Indenture Trustee, the Owner Trustee and the Trust. (c) The Depositor Seller and the Trust intend that the each transfer of the Trust Property contemplated by Section 2.1(aSECTION 2.1(b) constitute constitutes a sale of the Trust Property, conveying good title to the related Trust Property, from the Depositor Seller to the Trust. If In addition, without prejudicing the parties' intent that each transfer of the Trust Property constitutes a sale, in case that any or all of such transfer transfers is deemed by a court of competent jurisdiction to be a pledge to secure the payment of the Notes, however, or for any other reason the Depositor Trust is not the owner thereof the Seller hereby grants to the Trust a first priority "security interest interest" in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such . In either event, this Agreement it is understood by the parties hereto that each transfer of the Trust Property shall constitute the grant of a "security agreement interest" in favor of the Trust under applicable lawthe Relevant UCC, it being understood that "security interest" under the Relevant UCC includes any interest of a buyer of "accounts" or "chattel paper". (cd) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(aSECTION 2.1(b) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables Contracts and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto. (e) Upon each of the transfers of the Trust Property pursuant to CLAUSE (b) of this SECTION 2.1, the Seller shall clearly xxxx its files, documents, books and any other records (including computer records) in the Seller's control pertaining to the Trust Property, in order to indicate that the Trust Property has been transferred to the Trust. (f) The Trust's obligation to purchase Additional Contracts and Additional Conveyed Property pursuant to CLAUSE (b) of this SECTION 2.1 is subject to satisfaction on or before the related Additional Contract Purchase Date of the following conditions precedent: (i) each of the representations and warranties of the Seller made pursuant to SECTION 2.2 with respect to the Additional Contracts shall be true and correct as of the Additional Contract Purchase Date; (ii) the Seller shall have executed and delivered to the Trust and the Trust shall have executed and delivered to the Indenture Trustee, written assignments in the form of EXHIBIT F hereto conveying such Additional Contracts and Additional Conveyed Property to the Trust and the Indenture Trustee, respectively; (iii) the Issuer shall have deposited, or cause to be deposited, in the Reserve Account, an amount equal to 2% of the aggregate outstanding principal balance of Additional Contracts to be conveyed on such Additional Contract Purchase Date (the "ADDITIONAL RESERVE ACCOUNT DEPOSIT"); (iv) the Seller shall have delivered file-stamped copies (or other evidence of filing) of UCC-1 financing statements for each jurisdiction in which required by applicable law, executed by the Seller, as seller or debtor, and naming the Trust, as purchaser or secured party and describing as collateral the Additional Conveyed Property then being transferred, which financing statements meet the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of such Conveyed Property to the Trust; (v) estoppel and release letters and related UCC-3 termination statements and/or amendment statements (for each appropriate jurisdiction), to release all security interests or similar rights of any Person in the Additional Conveyed Property, including the security interests in the Financed Vehicles securing the Contracts and any proceeds of the foregoing; (vi) evidence that all filings (including all UCC filings) required to be made by any Person and actions required to be taken or performed by any Person in any jurisdiction to give the Trust a first priority Lien on, or ownership interest in, the Additional Conveyed Property to be conveyed on such date have been made, taken and performed; (vii) the Trust shall have received the prior written consent of the Insurer; and (viii) such other documents as the Trust or the Insurer may reasonably request. (g) It is explicitly agreed by the Seller, the Depositor and the Trust that the Purchase Price delivered to the Seller by the Trust pursuant to CLAUSE (b) of this SECTION 2.1 shall consist of the net proceeds from the sale of the Notes (minus the sum of the Initial Reserve Account Deposit and the Additional Reserve Account Deposits) and that the remaining portion of the Purchase Price shall be deemed to constitute a capital contribution by the Seller to the Depositor (it being understood that the Seller has a 100% ownership interest in the Depositor and that the Depositor has a 100% ownership interest in the Trust).

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Initial Receivables; (ii) all amounts received on or in with respect of the to Initial Receivables that are Actuarial Receivables, monies due thereunder after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesInitial Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Initial Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Initial Receivables held by MMCA; (x) all property (including the right to receive future Liquidation ProceedsProceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivable that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or repurchased by the Seller); (xi) that shall have secured a Receivable all rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the TrustInitial Cutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Indenture Trustee's delivery on or prior to any Subsequent Transfer Date to the Seller of the amount described in Section 4.11(a) to be delivered to the Seller, the Seller shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the obligations herein), on each Subsequent Transfer Date, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent Receivables held by the Servicer; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent Receivable purchased by the Servicer or repurchased by the Seller); (ix) all of the Seller's rights under the related First-Tier Subsequent Assignment; (x) all rebates of premiums and other amounts relating to insurance policies and other items financed under such Subsequent Receivables in effect as of the related Subsequent Cutoff Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (c) It is the intention of the Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) and any Second-Tier Subsequent Assignments executed pursuant to Section 2.1(b) constitute a sale sales of the Trust PropertyProperty from the Seller to the Trust, conveying good title to the Trust PropertyProperty free and clear of any liens and, from in the Depositor to event of the Trustfiling of a bankruptcy petition by or against the Seller under any bankruptcy or similar law, that the Trust Property shall not be part of the Seller's estate. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (cd) The saleSeller shall sell, transfer, assign and otherwise convey to the Trust on any Subsequent Transfer Date the Subsequent Receivables and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and the Rating Agencies (A) written notification of the addition of such Subsequent Receivables at least five Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E hereto (the "Second-Tier Subsequent Assignment"), which shall include a Schedule A attached thereto listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables that are property of the Trust; (iv) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and conveyance shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the applicable Subsequent Reserve Account Deposit for such Subsequent Transfer Date shall have been made; (vi) the applicable Subsequent Payahead Account Deposit for such Subsequent Transfer Date shall have been made; (vii) the applicable Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date shall have been made; (viii) the Receivables, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria as of the related Subsequent Cutoff Date: (A) the weighted average number of payments remaining until the maturity of the Receivables will not be more than 72 payments; (B) the aggregate principal balance of the Last Scheduled Payments as a percentage of the Pool Balance will not be greater than 7.15%; (C) if any Receivable is a Deferred Payment Receivable, the deferral period will not extend for more than 450 days after origination of that Receivable; (D) the weighted average FICO score of the obligors on the Receivables will not be less than 673; (E) the aggregate principal balance of the Receivables relating to new automobiles and sports utility vehicles will be at least 98.18%, substantially all of which will be manufactured or distributed by Mitsubishi Motors; (F) the aggregate principal balance of the limited credit experience Receivables as a percentage of the aggregate principal balance of the Receivables will not be more than 5.70%; and (G) the weighted average annual percentage rate of the Receivables will be at least 7.25%; (ix) the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date will have a weighted average deferral period, as of the related Subsequent Cutoff Date, that is less than or substantially the same as the weighted average deferral period of the Initial Receivables as of the Initial Cutoff Date; (x) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date; (xi) each of the representations and warranties made by the Seller pursuant to Sections 2.2 and 6.1 of this Agreement and by MMCA pursuant to Section 3.2 of the Purchase Agreement, with respect to the Seller, MMCA or the Subsequent Receivables, as applicable, shall be true and correct as of the date as of which such representations and warranties are made; (xii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables have been sold to the Trust pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Subsequent Receivables certified by an officer of the Seller to be true, correct and complete; (xiii) the Seller shall have taken any action required to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Trustee in the Collateral; (xiv) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xv) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust, the Noteholders or the Certificateholders; (xvi) the Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel relating to the security interests of the Owner Trustee and the Indenture Trustee in the Subsequent Receivables in substantially the form of the Opinion of Counsel delivered the Owner Trustee, the Indenture Trustee and the Rating Agencies regarding such matters on the Closing Date; (xvii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.1(d) (substantially in the form attached as Annex A to the form of Second-Tier Subsequent Assignment attached hereto as Exhibit E); (xviii) all the conditions to the transfer of the Subsequent Receivables by MMCA to the Seller specified in Section 4.1(b) of the Purchase Agreement shall be satisfied; and (xix) the Servicer shall have provided to each of the Trust and the Indenture Trustee the Officer's Certificate required to be provided by the Servicer pursuant to Section 2.4. (e) The sales, transfers, assignments and conveyances of the Trust Property made under Section 2.1(a) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: : (i) the Initial Receivables; ; (ii) all amounts received with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or in respect of the Receivables after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder on or after the Initial Cutoff Date; ; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Trust in such Financed Vehicles; ; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; ; (v) rights to receive proceeds with respect to the Receivable Files; Initial Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Initial Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, investments in financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; ; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the Depositor; Seller; (viiiix) all payments and proceeds with respect to the right to realize upon any Initial Receivables held by MMCA; (x) all property (including the right to receive future Liquidation ProceedsProceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivable that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable repurchased by the Servicer or purchased by the Seller); (xi) that shall have secured a Receivable rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the TrustInitial Cutoff Date; and and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Initial Receivables; (ii) all amounts received on or in with respect of the to Initial Receivables that are Actuarial Receivables, monies due thereunder after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesInitial Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Initial Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Initial Receivables held by MMCA; (x) all property (including the right to receive future Liquidation ProceedsProceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivable that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or repurchased by the Seller); (xi) that shall have secured a Receivable all rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the TrustInitial Cutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Indenture Trustee's delivery on or prior to any Subsequent Transfer Date to the Seller of the amount described in Section 4.11(a) to be delivered to the Seller, the Seller shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the obligations herein), on each Subsequent Transfer Date, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent Receivables held by the Servicer; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent Receivable purchased by the Servicer or repurchased by the Seller); (ix) all of the Seller's rights under the related First-Tier Subsequent Assignment; (x) all rebates of premiums and other amounts relating to insurance policies and other items financed under such Subsequent Receivables in effect as of the related Subsequent Cutoff Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (c) It is the intention of the Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) and any Second-Tier Subsequent Assignments executed pursuant to Section 2.1(b) constitute a sale sales of the Trust PropertyProperty from the Seller to the Trust, conveying good title to the Trust PropertyProperty free and clear of any liens and, from in the Depositor to event of the Trustfiling of a bankruptcy petition by or against the Seller under any bankruptcy or similar law, that the Trust Property shall not be part of the Seller's estate. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (cd) The saleSeller shall sell, transfer, assign and otherwise convey to the Trust on any Subsequent Transfer Date the Subsequent Receivables and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and the Rating Agencies (A) written notification of the addition of such Subsequent Receivables at least five Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E hereto (the "Second-Tier Subsequent Assignment"), which shall include a Schedule A attached thereto listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables that are property of the Trust; (iv) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and conveyance shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the applicable Subsequent Reserve Account Deposit for such Subsequent Transfer Date shall have been made; (vi) the applicable Subsequent Payahead Account Deposit for such Subsequent Transfer Date shall have been made; (vii) the applicable Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date shall have been made; (viii) the Receivables, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria as of the related Subsequent Cutoff Date: (A) the weighted average number of payments remaining until the maturity of the Receivables will not be more than 66 payments; (B) the aggregate principal balance of the Last Scheduled Payments as a percentage of the Pool Balance will not be greater than 19.19%; (C) if any Receivable is a Deferred Payment Receivable, the deferral period will not extend for more than 450 days after origination of that Receivable; (D) the weighted average FICO score of the obligors on the Receivables will not be less than 654; (E) the aggregate principal balance of the Receivables relating to new automobiles and sports utility vehicles will be at least 97.43%, substantially all of which will be manufactured or distributed by Mitsubishi Motors; (F) the aggregate principal balance of the limited credit experience Receivables as a percentage of the aggregate principal balance of the Receivables will not be more than 7.37%; and (G) the weighted average annual percentage rate of the Receivables will be at least 7.804%; (ix) the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date will have a weighted average deferral period, as of the related Subsequent Cutoff Date, that is less than or substantially the same as the weighted average deferral period of the Initial Receivables as of the Initial Cutoff Date; (x) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date; (xi) each of the representations and warranties made by the Seller pursuant to Sections 2.2 and 6.1 of this Agreement and by MMCA pursuant to Section 3.2 of the Purchase Agreement, with respect to the Seller, MMCA or the Subsequent Receivables, as applicable, shall be true and correct as of the date as of which such representations and warranties are made; (xii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables have been sold to the Trust pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Subsequent Receivables certified by an officer of the Seller to be true, correct and complete; (xiii) the Seller shall have taken any action required to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Trustee in the Collateral; (xiv) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xv) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust, the Noteholders or the Certificateholders; (xvi) the Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel relating to the security interests of the Owner Trustee and the Indenture Trustee in the Subsequent Receivables in substantially the form of the Opinion of Counsel delivered the Owner Trustee, the Indenture Trustee and the Rating Agencies regarding such matters on the Closing Date; (xvii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.1(d) (substantially in the form attached as Annex A to the form of Second-Tier Subsequent Assignment attached hereto as Exhibit E); (xviii) all the conditions to the transfer of the Subsequent Receivables by MMCA to the Seller specified in Section 4.1(b) of the Purchase Agreement shall be satisfied; and (xix) the Servicer shall have provided to each of the Trust and the Indenture Trustee the Officer's Certificate required to be provided by the Servicer pursuant to Section 2.4. (e) The sales, transfers, assignments and conveyances of the Trust Property made under Section 2.1(a) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s Issuer's delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Initial Receivables and all amounts received due and collected on or in respect of the Initial Receivables (including proceeds of the repurchase of Initial Receivables by the Seller pursuant to Section 2.04 or the purchase of Initial Receivables by the Master Servicer pursuant to Section 3.08 or 8.01) after the Initial Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor in such Financed Vehicles; (iviii) all proceeds from claims on or refunds of premiums with respect to of any physical damage, theft, GAP, damage or theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of or refunds of premiums of any credit life or credit disability insurance policies relating to the Initial Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Initial Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesInitial Receivables; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account, the Yield Supplement Account, the Reserve Fund, the Pre-Funding Account and the Reserve Negative Carry Account and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a an Initial Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, documents, money, investment property, deposit accounts, letters of credit, letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitutes all or part of, or is included in, the proceeds of any of the foregoing. (b) Subject to the satisfaction of the conditions set forth in Section 2.01(d), in consideration of the delivery by the Indenture Trustee on or prior to any Subsequent Transfer Date to the Depositor of the amount described in Section 4.08 to be delivered to the Depositor, the Depositor shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquired or arising, wheresoever located, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment and all amounts due and collected on or in respect of the Subsequent Receivables (including proceeds of the repurchase of Subsequent Receivables by the Seller pursuant to Section 2.04 or the purchase of Subsequent Receivables by the Master Servicer pursuant to Section 3.08 or 8.01) after the related Subsequent Cutoff Date; (ii) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Subsequent Receivables and any other interest of the Depositor in such Financed Vehicles; (iii) all proceeds from claims on or refunds of premiums of any physical damage or theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of or refunds of premiums of any credit life or credit disability insurance policies relating to the Subsequent Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Subsequent Receivables; (v) any proceeds of Dealer Recourse that relate to the Subsequent Receivables; (vi) the right to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Subsequent Receivable and have been repossessed by or on behalf of the Issuer; (vii) all of the Depositor's rights under the related First-Tier Subsequent Assignment; and (viii) all present and future claims, demands, causes of action or choses in action in respect of any or all of the foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, notes, drafts, acceptances, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (bc) The Depositor and the Trust Issuer intend that the each transfer of the Trust Property contemplated by Section 2.1(a2.01(a) or 2.01(b) constitute a sale of such Trust Property from the Trust PropertyDepositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any bankruptcy or similar law, that the TrustTrust Property shall not be part of the Depositor's estate. If However, in the event that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s 's right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the NotesNotes and accrued interest thereon, and in such event, this Agreement shall constitute a security agreement under applicable law. (cd) The saleDepositor shall sell, transfer, assignment assign and conveyance otherwise convey to the Issuer on any Subsequent Transfer Date the related Subsequent Receivables and the other property and rights related thereto described in Section 2.01(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Depositor shall have provided the Indenture Trustee, the Owner Trustee and each Rating Agency (A) written notification of the addition of such Subsequent Receivables at least three Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Depositor shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed Second-Tier Subsequent Assignment, which shall include a Schedule A attached thereto listing each Subsequent Receivable to be transferred to the Issuer on such Subsequent Transfer Date (and such Schedule A shall be deemed to modify the Schedule of Receivables delivered at the Closing Date and all Schedule As delivered after the Closing Date and prior to such Subsequent Transfer Date); (iii) the Depositor shall, to the extent required by Section 4.02, have deposited into the Collection Account all Available Collections in respect of the Subsequent Receivables that are property of the Issuer; (iv) as of such Subsequent Transfer Date: (A) the Depositor shall not be insolvent and shall not become insolvent as a result of the transfer of the Subsequent Receivables on such Subsequent Transfer Date, (B) the Depositor shall not intend to incur or believe that it would incur debts that would be beyond the Depositor's ability to pay as such debts matured, (C) such transfer shall not be made by the Depositor with actual intent to hinder, delay or defraud any Person and (D) the assets of the Depositor shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date; (vi) each of the representations and warranties made by the Depositor in Sections 2.03 and 5.01 of this Agreement and by the Seller pursuant to Sections 3.02 and 3.03 of the Receivables Purchase Agreement, with respect to the Depositor, the Seller or the Subsequent Receivables, as the case may be, shall be true and correct as of the date as of which such representations and warranties are made; (vii) the Depositor shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables have been sold to the Issuer pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Subsequent Receivables certified by an officer of the Depositor to be true, correct and complete; (viii) the Depositor shall have taken any action required to maintain the first perfected ownership interest of the Issuer in the Trust Property and the first priority perfected security interest of the Indenture Trustee in the Collateral; (ix) no selection procedures believed by the Depositor to be adverse to the interests of the Issuer or Securityholders shall have been utilized in selecting the Subsequent Receivables; (x) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Issuer or Securityholders; (xi) the Master Servicer shall have provided to the Issuer and the Indenture Trustee the Officer's Certificate required to be provided by the Master Servicer pursuant to Section 2.05; (xii) pursuant to Section 4.07(a), the applicable Reserve Fund Subsequent Deposit has been deposited into the Reserve Fund; (xiii) pursuant to Section 4.01, the applicable Yield Supplement Account Subsequent Deposit has been deposited into the Yield Supplement Account; (xiv) the Depositor shall have delivered to the Underwriters and the Rating Agencies Opinions of Counsel relating to the enforceability of the Subsequent Transfer Documents and the security interests of the Issuer and the Indenture Trustee, respectively, in the Subsequent Receivables in substantially the form of the respective Opinions of Counsel delivered to the Underwriters and the Rating Agencies regarding such matters pertaining to the Initial Contracts on the Closing Date; (xv) all the conditions to the transfer of the Subsequent Receivables by the Seller to the Depositor specified in Section 4.01(b) of the Receivables Purchase Agreement shall be satisfied; and (xvi) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.01(d). (e) The sales, transfers, assignments and conveyances of Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto. (f) Each of the parties hereto intend that the (i) FDIC Rule shall apply to the transactions contemplated by this Agreement and the other Basic Documents and (ii) transactions contemplated by this Agreement and the other Basic Documents, taken as a whole, constitute a "securitization" within the meaning of the FDIC Rule.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Initial Receivables; (ii) all amounts received on or in with respect of the to Initial Receivables that are Actuarial Receivables, monies due thereunder after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesInitial Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Initial Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, investments in financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Initial Receivables held by MMCA; (x) all property (including the right to receive future Liquidation ProceedsProceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivables that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or repurchased by the Seller); (xi) that shall have secured a Receivable all rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the TrustInitial Cutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Indenture Trustee's delivery on or prior to any Subsequent Transfer Date to the Seller of the amount described in Section 4.11(a) to be delivered to the Seller, the Seller shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the obligations herein), on each Subsequent Transfer Date, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent Receivables held by the Servicer; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent Receivable purchased by the Servicer or repurchased by the Seller); (ix) all of the Seller's rights under the related First-Tier Subsequent Assignment; (x) all rebates of premiums and other amounts relating to insurance policies and other items financed under such Subsequent Receivables in effect as of the related Subsequent Cutoff Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (c) It is the intention of the Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) and any Second-Tier Subsequent Assignments executed pursuant to Section 2.1(b) constitute a sale sales of the Trust PropertyProperty from the Seller to the Trust, conveying good title to the Trust PropertyProperty free and clear of any liens and, from in the Depositor to event of the Trustfiling of a bankruptcy petition by or against the Seller under any bankruptcy or similar law, that the Trust Property shall not be part of the Seller's estate. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (cd) The saleSeller shall sell, transfer, assign and otherwise convey to the Trust on any Subsequent Transfer Date the Subsequent Receivables and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and the Rating Agencies (A) written notification of the addition of such Subsequent Receivables at least five Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E hereto (the "Second-Tier Subsequent Assignment"), which shall include a Schedule A attached thereto listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables that are property of the Trust; (iv) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and conveyance shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the applicable Subsequent Reserve Account Deposit for such Subsequent Transfer Date shall have been made; (vi) the applicable Subsequent Payahead Account Deposit for such Subsequent Transfer Date shall have been made; (vii) the applicable Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date shall have been made; (viii) the Receivables, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria as of the related Subsequent Cutoff Date: (A) the weighted average number of payments remaining until the maturity of the Receivables will not be more than 66 payments; (B) the aggregate principal balance of the Last Scheduled Payments as a percentage of the Pool Balance will not be greater than 8.74%; (C) if any Receivable is a Deferred Payment Receivable, the deferral period will not extend for more than 450 days after origination of that Receivable; (D) the weighted average FICO score of the obligors on the Receivables will not be less than 674; (E) the aggregate principal balance of the Receivables relating to new automobiles and sports utility vehicles will be at least 93.01%, substantially all of which will be manufactured or distributed by Mitsubishi Motors; (F) the aggregate principal balance of the limited credit experience Receivables as a percentage of the aggregate principal balance of the Receivables will not be more than 5.48%; and (G) the weighted average annual percentage rate of the Receivables will be at least 8.88%; (ix) the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date will have a weighted average deferral period, as of the related Subsequent Cutoff Date, that is less than or substantially the same as the weighted average deferral period of the Initial Receivables as of the Initial Cutoff Date; (x) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date; (xi) each of the representations and warranties made by the Seller pursuant to Sections 2.2 and 6.1 of this Agreement and by MMCA pursuant to Section 3.2 of the Purchase Agreement, with respect to the Seller, MMCA or the Subsequent Receivables, as applicable, shall be true and correct as of the date as of which such representations and warranties are made; (xii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables have been sold to the Trust pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Subsequent Receivables certified by an officer of the Seller to be true, correct and complete; (xiii) the Seller shall have taken any action required to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Trustee in the Collateral; (xiv) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xv) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust, the Noteholders or the Certificateholders; (xvi) the Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel relating to the security interests of the Owner Trustee and the Indenture Trustee in the Subsequent Receivables in substantially the form of the Opinion of Counsel delivered the Owner Trustee, the Indenture Trustee and the Rating Agencies regarding such matters on the Closing Date; (xvii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.1(d) (substantially in the form attached as Annex A to the form of Second-Tier Subsequent Assignment attached hereto as Exhibit E); (xviii) all the conditions to the transfer of the Subsequent Receivables by MMCA to the Seller specified in Section 4.1(b) of the Purchase Agreement shall be satisfied; and (xix) the Servicer shall have provided to each of the Trust and the Indenture Trustee the Officer's Certificate required to be provided by the Servicer pursuant to Section 2.4. (e) The sales, transfers, assignments and conveyances of the Trust Property made under Section 2.1(a) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In Subject to Section 2.1(b), in consideration of the Trust’s delivery to, or upon the written order of, to the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated CertificatesPurchase Price, the Depositor hereby irrevocably sellsagrees to sell, transferstransfer, assigns, sets over assign and otherwise conveys convey to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the ReceivablesContracts; (ii) all amounts received on or in respect of the Receivables Contracts after the applicable Cutoff DateDate (except that interest accrued on the Contracts prior to the applicable Cutoff Date and received after such Cutoff Date will be remitted by the Trust to the Seller); (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all any proceeds from claims on or refunds of premiums with respect to extended warranties or physical damage, theft, GAP, credit life or and credit disability insurance policies relating to the Financed Vehicles or the related Obligors; (v) the Receivable Filesany Liquidation Proceeds; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to the Collection Account, the Note Payment Account and the Certificate Payment Account and all proceeds thereofContract Files; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right Contribution Agreement to require cause the Seller to repurchase Receivables from Contracts affected materially and adversely by breaches of the Depositorrepresentations and warranties of the Seller made in the Contribution Agreement; (viii) rights under the right Servicing Agreement to realize upon any property (including cause the right Servicer to receive future Liquidation Proceeds) that shall have secured a Receivable purchase Contracts affected materially and have been repossessed adversely by or on behalf breaches of the Trustrepresentations and warranties of the Servicer made in the Servicing Agreement; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) On the Closing Date, subject to the terms and conditions of this Agreement, in consideration of the Trust’s delivery of the Initial Contract Price, the Depositor hereby irrevocably sells, transfers, assigns and otherwise conveys to the Trust and the Trust hereby purchases from the Depositor the Initial Contracts and the Initial Conveyed Property. On each Additional Contract Purchase Date subject to the terms and conditions of this Agreement, in consideration of the Trust’s delivery of the Additional Purchase Price, the Depositor will transfer, assign and otherwise convey and the Trust will purchase from the Depositor such Additional Contracts and Additional Conveyed Property as the Depositor may specify by written notice to the Indenture Trustee, the Owner Trustee, the Rating Agencies and the Trust. (c) The Depositor and the Trust intend that the each transfer of the Trust Property contemplated by Section 2.1(a2.1(b) constitute constitutes a sale of the Trust Property, conveying good title to the related Trust Property, from the Depositor to the Trust. If such transfer Notwithstanding the foregoing, in the event that the Contracts are held to be property of the Depositor, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Contracts and the other Trust Property, then it is intended that: (i) This Agreement shall be deemed to be a pledge to secure security agreement within the payment meaning of Articles 8 and 9 of the NotesRelevant UCC; (ii) The sale provided for in Section 2.1(b) shall be deemed to be a grant by the Depositor, however, and the Depositor hereby grants grants, to the Trust Seller a first priority security interest in all of its right (including the Depositor’s rightpower to convey title thereto), title and interest ininterest, whether now owned or hereafter acquired, in and to the Contracts and under the other Trust Property, and all proceeds thereof, to secure such indebtedness and the payment performance of the Notesobligations of the Depositor hereunder; (iii) The possession by the Trust or the Custodian of the Contract Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the Relevant UCC; and (iv) Notifications to persons holding such property, and in acknowledgments, receipts or confirmations from persons holding such eventproperty, this Agreement shall constitute a be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Trust for the purpose of perfecting such security agreement interest under applicable lawthe Relevant UCC. (cd) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a2.1(b) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables Contracts and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto. (e) Upon each of the transfers of the Trust Property pursuant to clause (b) of this Section 2.1, the Depositor shall clearly xxxx its files, documents, books and any other records (including computer records) in the Depositor’s control pertaining to the Trust Property, in order to indicate that the Trust Property has been transferred to the Trust. (f) The Trust’s obligation to purchase Additional Contracts and Additional Conveyed Property pursuant to clause (b) of this Section 2.1 is subject to satisfaction on or before the related Additional Contract Purchase Date of the following conditions precedent: (i) each of the representations and warranties of the Depositor made pursuant to Section 2.2 with respect to the Additional Contracts shall be true and correct as of the Additional Contract Purchase Date; (ii) the Depositor shall have executed and delivered to the Trust and the Trust shall have executed and delivered to the Indenture Trustee, written assignments in the form of Exhibit F hereto conveying such Additional Contracts and Additional Conveyed Property to the Trust and the Indenture Trustee, respectively; (iii) the Trust shall have deposited, or cause to be deposited, in the Reserve Account, an amount equal to 1.0% of the aggregate outstanding principal balance of Additional Contracts to be conveyed on such Additional Contract Purchase Date (the “Additional Reserve Account Deposit”); (iv) the Trust shall have received release letters and related UCC-3 termination statements and/or amendment statements (for each appropriate jurisdiction), to release all security interests or similar rights of any Person in the Additional Conveyed Property, including the security interests in the Financed Vehicles securing the Contracts and any proceeds of the foregoing; (v) the Trust shall have received the prior written consent of the Insurer; and (vi) the Trust and the Insurer shall have each received such other documents as the Trust or the Insurer may have reasonably requested. (g) It is explicitly agreed by the Depositor and the Trust that the Purchase Price delivered to the Depositor by the Trust pursuant to clause (b) of this Section 2.1 shall consist of the net proceeds from the sale of the Notes (minus the sum of the Initial Reserve Account Deposit and the Additional Reserve Account Deposits) and that the remaining portion of the Purchase Price shall be deemed to constitute a capital contribution by the Seller to the Depositor (it being understood that the Seller has a 100% ownership interest in the Depositor and that the Depositor has a 100% ownership interest in the Trust).

Conveyance of Trust Property. (a) In consideration of the TrustIssuer’s delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of this Agreement or Section 3.04 of the Receivables Purchase Agreement or the purchase of Receivables by the Servicer pursuant to Sections 3.03, 3.08 or 8.01 of this Agreement) after the Cutoff Date; (iiiii) the security interests (including in the Financed Vehicles Equipment) granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesEquipment; (iviii) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability any insurance policies relating to the Receivables, the related Financed Vehicles Equipment or the related Obligors; (viv) the Receivable FilesFiles that relate to the Receivables; (viv) the Collection Account, the Note Payment Account, the Certificate Payment Account and Reserve Fund[, the Reserve Account Yield Supplement Account] and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viivi) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase AgreementAgreement and the First-Tier Assignment, including the right to require the Seller to repurchase Receivables from the DepositorIssuer; (viiivii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ixviii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of the Trust PropertyProperty from the Depositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any Insolvency Law, that the TrustTrust Property shall not be part of the Depositor’s estate. If In the event, however, that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the Notes, Notes and accrued interest thereon and all other amounts owing under the Basic Documents and in such event, this Agreement shall constitute a security agreement under applicable lawApplicable Law. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s Issuer's delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Initial Receivables and all amounts received due and collected on or in respect of the Initial Receivables (including proceeds of the repurchase of Initial Receivables by the Seller pursuant to Section 2.04 or the purchase of Initial Receivables by the Master Servicer pursuant to Section 3.08 or 8.01) after the Initial Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor in such Financed Vehicles; (iviii) all proceeds from claims on and refunds of premiums of any physical damage or theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of or refunds of premiums with respect to physical damage, theft, GAP, of any credit life or credit disability insurance policies relating to the Initial Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Initial Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesInitial Receivables; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Fund, the Secondary Reserve Fund, the Pre-Funding Account and the Reserve Negative Carry Account and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a an Initial Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, documents, money, investment property, deposit accounts, letters of credit, letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitutes all or part of, or is included in, the proceeds of any of the foregoing. (b) Subject to the satisfaction of the conditions set forth in Section 2.01(d), in consideration of the delivery by the Indenture Trustee on or prior to any Subsequent Transfer Date to the Depositor of the amount described in Section 4.08 to be delivered to the Depositor, the Depositor shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquired or arising, wheresoever located, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment and all amounts due and collected on or in respect of the Subsequent Receivables (including proceeds of the repurchase of Subsequent Receivables by the Seller pursuant to Section 2.04 or the purchase of Subsequent Receivables by the Master Servicer pursuant to Section 3.08 or 8.01) after the related Subsequent Cutoff Date; (ii) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Subsequent Receivables and any other interest of the Depositor in such Financed Vehicles; (iii) all proceeds from claims on or refunds of premiums of any physical damage or theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of or refunds of premiums of any credit life or credit disability insurance policies relating to the Subsequent Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Subsequent Receivables; (v) any proceeds of Dealer Recourse that relate to the Subsequent Receivables; (vi) the right to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Subsequent Receivable and have been repossessed by or on behalf of the Issuer; (vii) all of the Depositor's rights under the related First-Tier Subsequent Assignment; and (viii) all present and future claims, demands, causes of action or choses in action in respect of any or all of the foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, notes, drafts, acceptances, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (bc) The Depositor and the Trust Issuer intend that the each transfer of the Trust Property contemplated by Section 2.1(a2.01(a) or 2.01(b) constitute a sale of such Trust Property from the Trust PropertyDepositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any bankruptcy or similar law, that the TrustTrust Property shall not be part of the Depositor's estate. If However, in the event that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s 's right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the NotesNotes and accrued interest thereon, and in such event, this Agreement shall constitute a security agreement under applicable law. (cd) The saleDepositor shall sell, transfer, assignment assign and conveyance otherwise convey to the Issuer on any Subsequent Transfer Date the related Subsequent Receivables and the other property and rights related thereto described in Section 2.01(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Depositor shall have provided the Indenture Trustee, the Owner Trustee and each Rating Agency (A) written notification of the addition of such Subsequent Receivables at least three Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Depositor shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed Second-Tier Subsequent Assignment, which shall include a Schedule A attached thereto listing each Subsequent Receivable to be transferred to the Issuer on such Subsequent Transfer Date (and such Schedule A shall be deemed to modify the Schedule of Receivables delivered at the Closing Date and all Schedule As delivered after the Closing Date and prior to such Subsequent Transfer Date); (iii) the Depositor shall, to the extent required by Section 4.01, have deposited into the Collection Account all Available Collections in respect of the Subsequent Receivables that are property of the Issuer; (iv) as of such Subsequent Transfer Date: (A) the Depositor shall not be insolvent and shall not become insolvent as a result of the transfer of the Subsequent Receivables on such Subsequent Transfer Date, (B) the Depositor shall not intend to incur or believe that it would incur debts that would be beyond the Depositor's ability to pay as such debts matured, (C) such transfer shall not be made by the Depositor with actual intent to hinder, delay or defraud any Person and (D) the assets of the Depositor shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date; (vi) each of the representations and warranties made by the Depositor in Sections 2.03 and 5.01 of this Agreement and by the Seller pursuant to Sections 3.02 and 3.03 of the Receivables Purchase Agreement, with respect to the Depositor, the Seller or the Subsequent Receivables, as the case may be, shall be true and correct as of the date as of which such representations and warranties are made; (vii) the Depositor shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables have been sold to the Issuer pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Subsequent Receivables certified by an officer of the Depositor to be true, correct and complete; (viii) the Depositor shall have taken any action required to maintain the first perfected ownership interest of the Issuer in the Trust Property and the first priority perfected security interest of the Indenture Trustee in the Collateral; (ix) no selection procedures believed by the Depositor to be adverse to the interests of the Issuer or Securityholders shall have been utilized in selecting the Subsequent Receivables; (x) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Issuer or Securityholders; (xi) the Master Servicer shall have provided to the Issuer and the Indenture Trustee the Officer's Certificate required to be provided by the Master Servicer pursuant to Section 2.05; (xii) pursuant to Section 4.07(a), the applicable Reserve Fund Subsequent Deposit has been deposited into the Reserve Fund; (xiii) the Depositor shall have delivered to the Underwriters and the Rating Agencies Opinions of Counsel relating to the enforceability of the Subsequent Transfer Documents and the security interests of the Issuer and the Indenture Trustee, respectively, in the Subsequent Receivables in substantially the form of the respective Opinions of Counsel delivered to the Underwriters and the Rating Agencies regarding such matters pertaining to the Initial Receivables on the Closing Date; (xiv) all the conditions to the transfer of the Subsequent Receivables by the Seller to the Depositor specified in Section 4.01(b) of the Receivables Purchase Agreement shall be satisfied; and (xv) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.01(d). (e) The sales, transfers, assignments and conveyances of Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts with respect to Receivables that are Actuarial Receivables, monies due thereunder after the Cutoff Date (including Payaheads) and, with respect to Receivables that are Simple Interest Receivables, monies received thereunder on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesReceivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, investments in financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Receivables held by MMCA; (x) all property (including the right to receive future Liquidation Proceeds) that shall have secured Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Receivable that is a Final Payment Receivable), guarantees and have been repossessed other collateral securing a Receivable (other than a Receivable purchased by the Servicer or on behalf repurchased by the Seller); (xi) all rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the TrustCutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Indenture Trustee's delivery on or prior to any Subsequent Transfer Date to the Seller of the amount described in Section 4.11(a) to be delivered to the Seller, the Seller shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the obligations herein), on each Subsequent Transfer Date, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent Receivables held by the Servicer; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent Receivable purchased by the Servicer or repurchased by the Seller); (ix) all of the Seller's rights under the related First Tier Subsequent Assignment; (x) all rebates of premiums and other amounts relating to insurance policies and other items financed under such Subsequent Receivables in effect as of the related Subsequent Cutoff Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (c) It is the intention of the Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) and any Second-Tier Subsequent Assignments executed pursuant to Section 2.1(b) constitute a sale sales of the Trust PropertyProperty from the Seller to the Trust, conveying good title to the Trust PropertyProperty free and clear of any liens and, from in the Depositor to event of the Trustfiling of a bankruptcy petition by or against the Seller under any bankruptcy or similar law, that the Trust Property shall not be part of the Seller's estate. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (cd) The saleSeller shall sell, transfer, assign and otherwise convey to the Trust on any Subsequent Transfer Date the Subsequent Receivables and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and the Rating Agencies (A) written notification of the addition of such Subsequent Receivables at least five (5) Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E hereto (the "Second-Tier Subsequent Assignment"), which shall include a Schedule A attached thereto listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables that are property of the Trust; (iv) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and conveyance shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the applicable Subsequent Reserve Account Deposit for such Subsequent Transfer Date shall have been made; (vi) the applicable Subsequent Payahead Account Deposit for such Subsequent Transfer Date shall have been made; (vii) the applicable Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date shall have been made; (viii) the Receivables, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria as of the related Subsequent Cutoff Date: (A) the weighted average number of payments remaining until the maturity of the Receivables will not be more than 66 payments; and (B) the aggregate principal balance of the Last Scheduled Payments as a percentage of the Pool Balance will not be greater than 15.2%; (ix) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date; (x) each of the representations and warranties made by the Seller pursuant to Sections 2.2 and 6.1 of this Agreement and by MMCA pursuant to Section 3.2 of the Purchase Agreement, with respect to the Seller, MMCA or the Subsequent Receivables, as applicable, shall be true and correct as of the date as of which such representations and warranties are made; (xi) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables have been sold to the Trust pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Subsequent Receivables certified by an officer of the Seller to be true, correct and complete; (xii) the Seller shall have taken any action required to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Trustee in the Collateral; (xiii) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xiv) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust, the Noteholders or the Certificateholders; (xv) the Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel relating to the security interests of the Owner Trustee and the Indenture Trustee in the Subsequent Receivables in substantially the form of the Opinion of Counsel delivered the Owner Trustee, the Indenture Trustee and the Rating Agencies regarding such matters on the Closing Date; (xvi) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.1(d) (substantially in the form attached as Annex A to the form of Second-Tier Subsequent Assignment attached hereto as Exhibit E); (xvii) all the conditions to the transfer of the Subsequent Receivables by MMCA to the Seller specified in Section 4.1(b) of the Purchase Agreement shall be satisfied; and (xviii) the Servicer shall have provided to each of the Trust and the Indenture Trustee the Officer's Certificate required to be provided by the Servicer pursuant to Section 2.4. (e) The Seller agrees to transfer to the Trust, pursuant to Section 2.1(b), Subsequent Receivables with an aggregate Principal Balance as of the related Subsequent Cutoff Dates of approximately $389,521,174.98, subject only to availability thereof. (f) The sales, transfers, assignments and conveyances of the Trust Property made under Section 2.1(a) and (b) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s Issuer's delivery to, or upon the written order of, the Depositor Seller of authenticated Notes, the Notes and the Certificates in authorized denominations in an aggregate principal amounts amount equal to 94.63% of the Initial Note Pool Balance, and authenticated Certificates, the Depositor Seller does hereby irrevocably sellstransfer, transfers, assigns, sets over assign and otherwise conveys convey to the Trust, Issuer without recourse (subject to the obligations herein), ) all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, inin and to the following (collectively, to and under the following: "Initial Trust Property"): (i) the Initial Receivables; ; (ii) all amounts received with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or in respect of the Receivables after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies due or received thereunder on or after the Initial Cutoff Date; ; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Issuer in such the Financed Vehicles; ; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAPcredit life, credit life disability, or credit disability other insurance policies relating to the covering Financed Vehicles or the Obligors; (v) Dealer Recourse with respect to the Receivable Files; Initial Receivables; (vi) all of the Collection AccountSeller's rights to the Receivable Files that relate to the Initial Receivables; (vii) the Trust Accounts, the Note Payment Certificate Interest Distribution Account, the Certificate Payment Account and the Reserve Principal Distribution Account and all amounts, securities, financial assetsinvestments, investments investment property and other property deposited in or credited to any of the Collection Accountforegoing, all security entitlements relating to the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; ; (viiviii) all rights of the Depositor Seller's rights under this Agreement, including the right to purchase Additional Receivables during the Revolving Period at a price equal to the Additional Receivables Purchase Price; (ix) all of the Seller's rights under the Receivables Purchase Agreement, including the right to require of the Seller to cause Ford Credit to repurchase Receivables from the Depositor; Seller; (viiix) payments and proceeds with respect to the right to realize upon any Initial Receivables held by the Servicer; (xi) all property (including the right to receive future Liquidation Proceeds) that shall have secured a securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or purchased by the Seller); (xii) rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the TrustInitial Cutoff Date; and and (ixxiii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Issuer's delivery on or prior to any Subsequent Transfer Date to the Seller of an amount equal to the Additional Receivables Purchase Price, on each Subsequent Transfer Date the Seller shall, pursuant to this Agreement and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Propertyrelated Second Tier Subsequent Assignment, conveying good title irrevocably sell, transfer, assign and otherwise convey to the Trust PropertyIssuer, from the Depositor without recourse (subject to the Trust. If such transfer is deemed to be a pledge to secure obligations herein and in the payment of the Notesrelated Second Tier Subsequent Assignment), howeveron each Subsequent Transfer Date, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following (collectively, the "Subsequent Trust Property" and, together with the Initial Trust Property, the "Trust Property")): (i) the Additional Receivables listed on Schedule A to the related Second Tier Subsequent Assignment; (ii) with respect to such Additional Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to such Additional Receivables that are Simple Interest Receivables, monies due or received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Additional Receivables and any other interest of the Issuer in the Financed Vehicles; (iv) rights to receive proceeds with respect to the Additional Receivables from claims on any physical damage, credit life, credit disability, or other insurance policies covering Financed Vehicles or Obligors; (v) Dealer Recourse with respect to the Additional Receivables; (vi) all of the Seller's rights to the Receivable Files that relate to the Additional Receivables; (vii) payments and proceeds with respect to the Additional Receivables held by the Servicer; (viii) all property (including the right to receive Liquidation Proceeds) securing an Additional Receivable (other than an Additional Receivable purchased by the Servicer or purchased by the Seller); (ix) all of the Seller's rights under the related First Tier Subsequent Assignment; (x) rebates of premiums and other amounts relating to insurance policies and other items financed under the Additional Receivables in effect as of the related Subsequent Cutoff Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to secure the 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 Notes, and in such event, this Agreement shall constitute a security agreement under applicable lawproceeds of any of the foregoing. (c) [Reserved] (d) The saleSeller shall sell, transfer, assign and otherwise convey to the Trust on the Subsequent Transfer Date the Additional Receivables and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and the Rating Agencies on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Additional Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit A hereto (the "Second Tier Subsequent Assignment"), which shall include Schedule A attached thereto listing the related Additional Receivables; (iii) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Additional Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (iv) with respect to the Additional Receivables, as of the related Subsequent Cutoff Date, each Additional Receivable: (1) is secured by a new or used vehicle; (2) was originated in the U.S.; (3) provides for level monthly payments (except for the last payment, which may be minimally different from the level payments) that fully amortize the amount financed over its original term to maturity; (4) is an Actuarial Receivable or a Simple Interest Receivable; (5) bears interest at an APR of not less than 1.80% and not greater than 20.00%; (6) has an original term not greater than 60 months; (7) is not more than 30 days past due as of the applicable Subsequent Cutoff Date and has never been extended; (8) was originated no more than 24 months prior to the applicable Subsequent Cutoff Date; (9) has a final maturity date no later than 6 months prior to the Final Scheduled Distribution Date of the Class D Certificates; and (10) has a remaining term to maturity not exceeding 60 months as of the applicable Subsequent Cutoff Date. (v) in addition to the criteria set forth in subclause (iv) above, it will be required that the aggregate pool of Additional Receivables sold to the Issuer on any Monthly Distribution Date complies with the following: (1) the weighted average APR of the pool of Additional Receivables added on such Monthly Distribution Date is not less than 7.53%; (2) the weighted average remaining term of the pool of Additional Receivables added on such Monthly Distribution Date is not greater than 49.1 months; (3) the percentage of Additional Receivables added on such Monthly Distribution Date with respect to vehicles financed at new vehicle rates by principal balance is equal to or greater than 69.00% of the aggregate principal balance of the Additional Receivables acquired by the Trust on such Monthly Distribution Date; and (4) the percentage of Additional Receivables added on such Monthly Distribution Date purchased by Ford Credit (but not by PRIMUS) by principal balance is greater than or equal to 87.59% of the aggregate principal balance of the Additional Receivables acquired by the Trust on such Monthly Distribution Date. (vi) no Early Amortization Event shall have occurred; (vii) each of the representations and warranties made by the Seller pursuant to Sections 2.2 and 5.1 of this Agreement and by Ford Credit pursuant to Section 3.2 of the Purchase Agreement, with respect to the Seller, Ford Credit or the Additional Receivables, as applicable, shall be true and correct as of the date as of which such representations and warranties are made; (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Additional Receivables have been sold to the Issuer pursuant to this Agreement and the related Second Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Additional Receivables certified by an officer of the Seller to be true, correct and complete; (ix) the Seller shall have taken any action required to maintain the first perfected ownership interest of the Issuer in the Trust Property and the first perfected security interest of the Indenture Trustee in the Collateral; (x) no selection procedures believed by the Seller to be adverse to the interests of the Issuer, the Noteholders or the Certificateholders shall have been utilized in selecting the Additional Receivables; (xi) the addition of the Additional Receivables will not result in any material adverse tax consequences to the Issuer, the Noteholders or the Certificateholders; (xii) on the twelfth Subsequent Transfer Date (expected to be the October 2001 Monthly Distribution Date) and on the September 2002 Monthly Distribution Date (or, if an Early Amortization Event occurs, the Monthly Distribution Date following such event), the Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel relating to the security interests of the Owner Trustee and the Indenture Trustee in the Additional Receivables transferred on such Subsequent Transfer Date and on each other Subsequent Transfer Date since the Closing Date or since the date of the last opinion delivered pursuant to this clause in substantially the form of the Opinion of Counsel delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies regarding such matters on the Closing Date; (xiii) on the twelfth Subsequent Transfer Date (expected to be the October 2001 Monthly Distribution Date) and the September 2002 Monthly Distribution Date (or, if an Early Amortization Event occurs, the Monthly Distribution Date following such event), the Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel relating to the sale characterization of the Additional Receivables sold on such Subsequent Transfer Date and other Subsequent Transfer Dates since the Closing Date or since the date of the last Opinion of Counsel delivered pursuant to this clause from Ford Credit to the Seller; (xiv) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.1(d) (substantially in the form attached hereto as Exhibit B); (xv) all the conditions to the transfer of the Additional Receivables by Ford Credit to the Seller specified in Section 4.1(b) of the Purchase Agreement shall be satisfied; and (xvi) the Servicer shall have provided to each of the Issuer and the Indenture Trustee the Officer's Certificate required to be provided by the Servicer pursuant to Section 2.4. (e) On each Subsequent Transfer Date during the Revolving Period, the Seller agrees to transfer to the Issuer, pursuant to Section 2.1(b), Additional Receivables with an aggregate Principal Balance nearly equal to, but not greater than, 105.67% of the amount of funds the Issuer has available for the purchase of Additional Receivables as of the related Subsequent Cutoff Dates, subject only to availability thereof. (f) Any transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) or 2.1(b) shall not constitute and is not intended to result in an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Initial Receivables; (ii) all amounts received on or in with respect of the to Initial Receivables that are Actuarial Receivables, monies due thereunder after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesInitial Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Initial Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, investments in financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Initial Receivables held by MMCA; (x) all property (including the right to receive future Liquidation ProceedsProceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivables that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or repurchased by the Seller); (xi) that shall have secured a Receivable all rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the TrustInitial Cutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Indenture Trustee's delivery on or prior to any Subsequent Transfer Date to the Seller of the amount described in Section 4.11(a) to be delivered to the Seller, the Seller shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the obligations herein), on each Subsequent Transfer Date, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent Receivables held by the Servicer; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent Receivable purchased by the Servicer or repurchased by the Seller); (ix) all of the Seller's rights under the related First-Tier Subsequent Assignment; (x) all rebates of premiums and other amounts relating to insurance policies and other items financed under such Subsequent Receivables in effect as of the related Subsequent Cutoff Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (c) It is the intention of the Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) and any Second-Tier Subsequent Assignments executed pursuant to Section 2.1(b) constitute a sale sales of the Trust PropertyProperty from the Seller to the Trust, conveying good title to the Trust PropertyProperty free and clear of any liens and, from in the Depositor to event of the Trustfiling of a bankruptcy petition by or against the Seller under any bankruptcy or similar law, that the Trust Property shall not be part of the Seller's estate. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (cd) The saleSeller shall sell, transfer, assignment assign and conveyance of otherwise convey to the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by on any Subsequent Transfer Date the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Subsequent Receivables and the other Trust Property or any obligation property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the Depositor following conditions on or prior to such Subsequent Transfer Date: (i) the Seller under shall have provided the Indenture Trustee, the Owner Trustee and the Rating Agencies (A) written notification of the addition of such Subsequent Receivables at least five Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any agreementother information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E hereto (the "Second-Tier Subsequent Assignment"), document which shall include a Schedule A attached thereto listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables that are property of the Trust; (iv) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or instrument believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the applicable Subsequent Reserve Account Deposit for such Subsequent Transfer Date shall have been made; (vi) the applicable Subsequent Payahead Account Deposit for such Subsequent Transfer Date shall have been made; (vii) the applicable Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date shall have been made; (viii) the Receivables, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria as of the related thereto.Subsequent Cutoff Date: (A) the weighted average number of payments remaining until the maturity of the Receivables will not be more than 66 payments; (B) the aggregate principal balance of the Last Scheduled Payments as a percentage of the Pool Balance will not be greater than 8.74%; (C) if any Receivable is a Deferred Payment Receivable, the deferral period will not extend for more than 450 days after origination of that Receivable; (D) the weighted average FICO score of the obligors on the Receivables will not be less than 674; (E) the aggregate principal balance of the Receivables relating to new automobiles and sports utility vehicles will be at least 93.01%, substantially all of which will be manufactured or distributed by Mitsubishi Motors; (F) the aggregate principal balance of the limited credit experience Receivables as a percentage of the aggregate principal balance of the Receivables will not be more than 5.48%; and (G) the weighted average annual percentage rate of the Receivables will be at least 8.88%; (ix) the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date will have a weighted average deferral period, as of the related Subsequent Cutoff Date, that is less than or substantially the same as the weighted average deferral period of the Initial Receivables as of the Initial Cutoff Date; (x) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date;

Conveyance of Trust Property. (a) In consideration of the Trust’s Issuer's delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in an aggregate principal amounts amount equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.04 or 8.01 or the purchase of Receivables by the Master Servicer pursuant to Section 3.08) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iviii) all proceeds from claims on and refunds of premiums of any physical damage or theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of or refunds of premiums with respect to physical damage, theft, GAP, of any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account Fund and all amounts, securities, financial assetsFinancial Assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the DepositorIssuer; (viii) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of such Trust Property from the Trust PropertyDepositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any Liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any bankruptcy or similar law, that the TrustTrust Property shall not be part of the Depositor's estate. If However, in the event that any such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust Issuer a first priority security interest in all of the Depositor’s 's right, title and interest in, to and under the such Trust Property, and all proceeds thereof, to secure the payment of the Notes, Notes and accrued interest thereon and all other amounts owing under the Basic Documents and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under this Section 2.1(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a1) In consideration of the Trust’s 's delivery to, or upon to the written order ofSeller of the Purchase Price, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i1) the ReceivablesContracts; (ii2) all amounts received on or in respect of the Receivables Contracts after the Cutoff DateDate (except that interest accrued on the Contracts prior to the Cutoff Date and received after the Cutoff Date will be remitted by the Trust to the Seller); (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi3) the Collection Account, the Note Payment Account, the Certificate Payment Reserve Account and the Reserve Note Payment Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii4) all rights of the Depositor under security interests in the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the DepositorFinanced Vehicles; (viii5) any proceeds from claims on or refunds of premiums with respect to extended warranties or physical damage, theft, credit life and credit disability insurance policies relating to the Financed Vehicles or the related Obligors; (6) any Liquidation Proceeds; (7) the right Contract Files; (8) rights under the Servicing Agreement to realize upon any property (including cause the right Servicer to receive future Liquidation Proceeds) that shall have secured a Receivable purchase Contracts affected materially and have been repossessed adversely by or on behalf breaches of the Trustrepresentations and warranties of the Servicer made in the Servicing Agreement; and (ix9) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b2) The Depositor Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor Seller to the Trust. If In addition, without prejudicing the parties' intent that the transfer of the Trust Property constitute a sale, in case that such transfer is deemed by a court of competent jurisdiction to be a pledge to secure the payment of the Notes, however, or for any other reason the Depositor Trust is not the owner thereof the Seller hereby grants to the Trust a first priority "security interest interest" in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such . In either event, this Agreement it is understood by the parties hereto that the transfer of the Trust Property shall constitute the grant of a "security agreement interest" in favor of the Trust under applicable lawthe Relevant UCC, it being understood that "security interest" under the Relevant UCC includes any interest of a buyer of "accounts" or "chattel paper". (c3) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables Contracts and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto. (4) Upon the transfer of the Trust Property pursuant to clause (a) of this Section 2.1, the Seller shall clearly mark its files, documents, books and any other records (including coxxxxer records) in the Seller's control pertaining to the Trust Property, in order to indicate that the Trust Property has been transferred to the Trust. (5) It is explicitly agreed by the Seller, the Depositor and the Trust that the Purchase Price delivered to the Seller by the Trust pursuant to clause (a) of this Section 2.1 shall consist of the net proceeds from the sale of the Notes (minus the Initial Reserve Account Deposit) and that the remaining portion of the Purchase Price shall be deemed to constitute a capital contribution by the Seller to the Depositor (it being understood that the Seller has a 100% ownership interest in the Depositor and that the Depositor has a 100% ownership interest in the Trust).

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts with respect to Receivables that are Actuarial Receivables, monies due thereunder after the Cutoff Date (including Payaheads) and, with respect to Receivables that are Simple Interest Receivables, monies received thereunder on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesReceivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, investments in financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Receivables held by MMCA; (x) all property (including the right to receive future Liquidation Proceeds) that shall have secured Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Receivable that is a Final Payment Receivable), guarantees and have been repossessed other collateral securing a Receivable (other than a Receivable purchased by the Servicer or on behalf repurchased by the Seller); (xi) all rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the TrustCutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor It is the intention of the Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute constitutes a sale of the Trust PropertyProperty from the Seller to the Trust, conveying good title to the Trust PropertyProperty free and clear of any liens and, from in the Depositor to event of the Trustfiling of a bankruptcy petition by or against the Seller under any bankruptcy or similar law, that the Trust Property shall not be part of the Seller's estate. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (c) The salesales, transfertransfers, assignment assignments and conveyance conveyances of the Trust Property made under Section 2.1(a) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s Issuer's delivery to, to or upon the written order of, of the Depositor on the Closing Date of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the TrustIssuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, acquired or arising in, to and under the following:following (collectively, the "Trust Property"): (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.04 or the purchase of Receivables by the Servicer pursuant to Section 3.08 or 8.01) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesReceivables; (iviii) all proceeds from claims on or refunds of premiums with respect to any physical damage, theft, GAP, damage or theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds of or refunds of premiums of any credit life or credit disability insurance policies relating to the Receivables, the Financed Vehicles or the Obligors; (viv) the Receivable Files; (v) any proceeds of Dealer Recourse; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account Account, the Reserve Fund and the Reserve Yield Supplement Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor Depositor, but none of the obligations, under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the TrustIssuer; and (ix) all present and future claims, demands, causes of action and or choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) The Depositor and the Trust Issuer intend that the transfer of the Trust Property contemplated by Section 2.1(a2.01(a) constitute a sale of the Trust PropertyProperty from the Depositor to the Issuer, conveying good title to the Trust PropertyProperty free and clear of any liens and, from in the event of the filing of a bankruptcy petition by or against the Depositor to under any bankruptcy or similar law, that the TrustTrust Property shall not be part of the Depositor's estate. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s 's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a2.01(a) shall not constitute constitute, and is not intended to result in in, an assumption by the Trust Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto. (d) Each of the parties hereto intend that the (i) FDIC Rule shall apply to the transactions contemplated by this Agreement and the other Basic Documents and (ii) transactions contemplated by this Agreement and the other Basic Documents, taken as a whole, constitute a "securitization" within the meaning of the FDIC Rule.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Initial Receivables; (ii) all amounts received on or in with respect of the to Initial Receivables that are Actuarial Receivables, monies due thereunder after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesInitial Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Initial Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Initial Receivables held by MMCA; (x) all property (including the right to receive future Liquidation ProceedsProceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivable that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or repurchased by the Seller); (xi) that shall have secured a Receivable all rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the TrustInitial Cutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Indenture Trustee's delivery on or prior to any Subsequent Transfer Date to the Seller of the amount described in Section 4.11(a) to be delivered to the Seller, the Seller shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the obligations herein), on each Subsequent Transfer Date, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent Receivables held by the Servicer; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent Receivable purchased by the Servicer or repurchased by the Seller); (ix) all of the Seller's rights under the related First-Tier Subsequent Assignment; (x) all rebates of premiums and other amounts relating to insurance policies and other items financed under such Subsequent Receivables in effect as of the related Subsequent Cutoff Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (c) It is the intention of the Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) and any Second-Tier Subsequent Assignments executed pursuant to Section 2.1(b) constitute a sale sales of the Trust PropertyProperty from the Seller to the Trust, conveying good title to the Trust PropertyProperty free and clear of any liens and, from in the Depositor to event of the Trustfiling of a bankruptcy petition by or against the Seller under any bankruptcy or similar law, that the Trust Property shall not be part of the Seller's estate. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (cd) The saleSeller shall sell, transfer, assign and otherwise convey to the Trust on any Subsequent Transfer Date the Subsequent Receivables and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and the Rating Agencies (A) written notification of the addition of such Subsequent Receivables at least five Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E hereto (the "Second-Tier Subsequent Assignment"), which shall include a Schedule A attached thereto listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables that are property of the Trust; (iv) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and conveyance shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the applicable Subsequent Reserve Account Deposit for such Subsequent Transfer Date shall have been made; (vi) the applicable Subsequent Payahead Account Deposit for such Subsequent Transfer Date shall have been made; (vii) the applicable Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date shall have been made; (viii) the Receivables, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria as of the related Subsequent Cutoff Date: (A) the weighted average number of payments remaining until the maturity of the Receivables will not be more than 72 payments; (B) the aggregate principal balance of the Last Scheduled Payments as a percentage of the Pool Balance will not be greater than 2.20%; (C) if any Receivable is a Deferred Payment Receivable, the deferral period will not extend for more than 450 days after origination of that Receivable; (D) the weighted average FICO score of the obligors on the Receivables will not be less than 699; (E) the aggregate principal balance of the Receivables relating to new automobiles and sports utility vehicles will be at least 98.32%, substantially all of which will be manufactured or distributed by Mitsubishi Motors; (F) the aggregate principal balance of the limited credit experience Receivables as a percentage of the aggregate principal balance of the Receivables will not be more than 4.38%; and (G) the weighted average annual percentage rate of the Receivables will be at least 6.25%; (ix) the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date will have a weighted average deferral period, as of the related Subsequent Cutoff Date, that is less than or substantially the same as the weighted average deferral period of the Initial Receivables as of the Initial Cutoff Date; (x) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date; (xi) each of the representations and warranties made by the Seller pursuant to Sections 2.2 and 6.1 of this Agreement and by MMCA pursuant to Section 3.2 of the Purchase Agreement, with respect to the Seller, MMCA or the Subsequent Receivables, as applicable, shall be true and correct as of the date as of which such representations and warranties are made; (xii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables have been sold to the Trust pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Subsequent Receivables certified by an officer of the Seller to be true, correct and complete; (xiii) the Seller shall have taken any action required to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Trustee in the Collateral; (xiv) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xv) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust, the Noteholders or the Certificateholders; (xvi) the Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel relating to the security interests of the Owner Trustee and the Indenture Trustee in the Subsequent Receivables in substantially the form of the Opinion of Counsel delivered the Owner Trustee, the Indenture Trustee and the Rating Agencies regarding such matters on the Closing Date; (xvii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.1(d) (substantially in the form attached as Annex A to the form of Second-Tier Subsequent Assignment attached hereto as Exhibit E); (xviii) all the conditions to the transfer of the Subsequent Receivables by MMCA to the Seller specified in Section 4.1(b) of the Purchase Agreement shall be satisfied; and (xix) the Servicer shall have provided to each of the Trust and the Indenture Trustee the Officer's Certificate required to be provided by the Servicer pursuant to Section 2.4. (e) The sales, transfers, assignments and conveyances of the Trust Property made under Section 2.1(a) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s delivery to, or upon the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesReceivables; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account Account, and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and (ixviii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The Depositor and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Initial Receivables; (ii) all amounts received with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or in respect of the Receivables after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder on or after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesInitial Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Initial Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, investments in financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Initial Receivables held by MMCA; (x) all property (including the right to receive future Liquidation ProceedsProceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivable that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or repurchased by the Seller); (xi) that shall have secured a Receivable all rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the TrustInitial Cutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Indenture Trustee's delivery on or prior to any Subsequent Transfer Date to the Seller of the amount described in Section 4.8(a) to be delivered to the Seller, the Seller shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the obligations herein), on each Subsequent Transfer Date, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent Receivables held by the Servicer; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent Receivable purchased by the Servicer or repurchased by the Seller); (ix) all of the Seller's rights under the related First Tier Subsequent Assignment (as defined in the Purchase Agreement); (x) all rebates of premiums and other amounts relating to insurance policies and other items financed under such Subsequent Receivables in effect as of the related Subsequent Cutoff Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (c) It is the intention of the Seller and the Trust intend that the transfer transfers of the Trust Property contemplated by Section Sections 2.1(a) and any Second-Tier Subsequent Assignments executed pursuant to Section 2.1(b) constitute a sale sales of the Trust Property, conveying good title to the Trust Property, Property from the Depositor Seller to the Trust. If However, in the event that such transfer is transfers are deemed to be a pledge to secure the payment of the Notes, howeverpledges, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (cd) The saleSeller shall sell, transfer, assign and otherwise convey to the Trust on any Subsequent Transfer Date the Subsequent Receivables and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and the Rating Agencies (A) written notification of the addition of such Subsequent Receivables at least five (5) Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E hereto (the "Second-Tier Subsequent Assignment"), which shall include a Schedule A attached thereto listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables that are property of the Trust; (iv) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and conveyance shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the applicable Subsequent Reserve Account Deposit for such Subsequent Transfer Date shall have been made; (vi) the applicable Subsequent Payahead Account Deposit for such Subsequent Transfer Date shall have been made; (vii) the applicable Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date shall have been made; (viii) the amount on deposit in the Negative Carry Account for such Subsequent Transfer Date is not less than the Required Negative Carry Account Balance for such Subsequent Transfer Date; (ix) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date; (x) each of the representations and warranties made by the Seller pursuant to Sections 2.2 and 6.1 of this Agreement and by MMCA pursuant to Section 3.2 of the Purchase Agreement, with respect to the Seller, MMCA or the Subsequent Receivables, as applicable, shall be true and correct as of the date as of which such representations and warranties are made; (xi) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables have been sold to the Trust pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Subsequent Receivables certified by an officer of the Seller to be true, correct and complete; (xii) the Seller shall have taken any action required to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Trustee in the Collateral; (xiii) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xiv) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust, the Noteholders or the Certificateholders; (xv) the Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel relating to the security interests of the Owner Trustee and the Indenture Trustee in the Subsequent Receivables in substantially the form of the Opinion of Counsel delivered the Owner Trustee, the Indenture Trustee and the Rating Agencies regarding such matters on the Closing Date; (xvi) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.1(d) (substantially in the form attached as Annex A to the form of Second-Tier Subsequent Assignment attached hereto as Exhibit E); (xvii) all the conditions to the transfer of the Subsequent Receivables by MMCA to the Seller specified in Section 4.1(b) of the Purchase Agreement shall be satisfied; and (xviii) the Servicer shall have provided to each of the Trust and the Indenture Trustee the Officer's Certificate required to be provided by the Servicer pursuant to Section 2.4. (e) The Seller agrees to transfer to the Trust, pursuant to Section 2.1(b), Subsequent Deferred Payment Receivables having an aggregate Principal Balance as of the related Subsequent Cutoff Dates of approximately $[ ], subject only to availability thereof. (f) The sales, transfers, assignments and conveyances of the Trust Property made under Section Sections 2.1(a) and (b) shall not constitute and is are not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto.

Conveyance of Trust Property. (a) In Subject to Section 2.1(b), in consideration of the Trust’s delivery to, or upon the written order of, to the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated CertificatesPurchase Price, the Depositor hereby irrevocably sellsagrees to sell, transferstransfer, assigns, sets over assign and otherwise conveys convey to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the ReceivablesContracts; (ii) all amounts received on or in respect of the Receivables Contracts after the applicable Cutoff DateDate (except that interest accrued on the Contracts prior to the applicable Cutoff Date and received after such Cutoff Date will be remitted by the Trust to the Seller); (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all any proceeds from claims on or refunds of premiums with respect to extended warranties or physical damage, theft, GAP, credit life or and credit disability insurance policies relating to the Financed Vehicles or the related Obligors; (v) the Receivable Filesany Liquidation Proceeds; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to the Collection Account, the Note Payment Account and the Certificate Payment Account and all proceeds thereofContract Files; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right Contribution Agreement to require cause the Seller to repurchase Receivables from purchase Contracts affected materially and adversely by breaches of the Depositorrepresentations and warranties of the Seller made in the Contribution Agreement; (viii) rights under the right Servicing Agreement to realize upon any property (including cause the right Servicer to receive future Liquidation Proceeds) that shall have secured a Receivable purchase Contracts affected materially and have been repossessed adversely by or on behalf breaches of the Trustrepresentations and warranties of the Servicer made in the Servicing Agreement; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) On the Closing Date, subject to the terms and conditions of this Agreement, in consideration of the Trust’s delivery of the Initial Contract Price, the Depositor hereby irrevocably sells, transfers, assigns and otherwise conveys to the Trust and the Trust hereby purchases from the Depositor the Initial Contracts and the Initial Conveyed Property. On each Additional Contract Purchase Date subject to the terms and conditions of this Agreement, in consideration of the Trust’s delivery of the Additional Purchase Price, the Depositor will transfer, assign and otherwise convey and the Trust will purchase from the Depositor such Additional Contracts and Additional Conveyed Property as the Depositor may specify by written notice to the Indenture Trustee, the Owner Trustee, the Rating Agencies and the Trust. (c) The Depositor and the Trust intend that the each transfer of the Trust Property contemplated by Section 2.1(a2.1(b) constitute constitutes a sale of the Trust Property, conveying good title to the related Trust Property, from the Depositor to the Trust. If such transfer Notwithstanding the foregoing, in the event that the Contracts are held to be property of the Depositor, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Contracts and the other Trust Property, then it is intended that: (i) This Agreement shall be deemed to be a pledge to secure security agreement within the payment meaning of Articles 8 and 9 of the NotesRelevant UCC; (ii) The sale provided for in Section 2.1(b) shall be deemed to be a grant by the Depositor, however, and the Depositor hereby grants grants, to the Trust Seller a first priority security interest in all of its right (including the Depositor’s rightpower to convey title thereto), title and interest ininterest, whether now owned or hereafter acquired, in and to the Contracts and under the other Trust Property, and all proceeds thereof, to secure such indebtedness and the payment performance of the Notesobligations of the Depositor hereunder; (iii) The possession by the Trust or the Custodian of the Contract Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the Relevant UCC; and (iv) Notifications to persons holding such property, and in acknowledgments, receipts or confirmations from persons holding such eventproperty, this Agreement shall constitute a be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Trust for the purpose of perfecting such security agreement interest under applicable lawthe Relevant UCC. (cd) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a2.1(b) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables Contracts and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto. (e) Upon each of the transfers of the Trust Property pursuant to clause (b) of this Section 2.1, the Depositor shall clearly xxxx its files, documents, books and any other records (including computer records) in the Depositor’s control pertaining to the Trust Property, in order to indicate that the Trust Property has been transferred to the Trust. (f) The Trust’s obligation to purchase Additional Contracts and Additional Conveyed Property pursuant to clause (b) of this Section 2.1 is subject to satisfaction on or before the related Additional Contract Purchase Date of the following conditions precedent: (i) each of the representations and warranties of the Depositor made pursuant to Section 2.2 with respect to the Additional Contracts shall be true and correct as of the Additional Contract Purchase Date; (ii) the Depositor shall have executed and delivered to the Trust and the Trust shall have executed and delivered to the Indenture Trustee, written assignments in the form of Exhibit F hereto conveying such Additional Contracts and Additional Conveyed Property to the Trust and the Indenture Trustee, respectively; (iii) the Trust shall have deposited, or cause to be deposited, in the Reserve Account, an amount equal to 1.0% of the aggregate outstanding principal balance of Additional Contracts to be conveyed on such Additional Contract Purchase Date (the “Additional Reserve Account Deposit”); (iv) the Trust shall have received release letters and related UCC-3 termination statements and/or amendment statements (for each appropriate jurisdiction), to release all security interests or similar rights of any Person in the Additional Conveyed Property, including the security interests in the Financed Vehicles securing the Contracts and any proceeds of the foregoing; (v) the Trust shall have received the prior written consent of the Insurer; and (vi) the Trust and the Insurer shall have each received such other documents as the Trust or the Insurer may have reasonably requested. (g) It is explicitly agreed by the Depositor and the Trust that the Purchase Price delivered to the Depositor by the Trust pursuant to clause (b) of this Section 2.1 shall consist of the net proceeds from the sale of the Notes (minus the sum of the Initial Reserve Account Deposit and the Additional Reserve Account Deposits) and that the remaining portion of the Purchase Price shall be deemed to constitute a capital contribution by the Seller to the Depositor (it being understood that the Seller has a 100% ownership interest in the Depositor and that the Depositor has a 100% ownership interest in the Trust).

Conveyance of Trust Property. (a) In Subject to Section 2.1(b), in consideration of the Trust’s delivery to, or upon the written order of, to the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated CertificatesPurchase Price, the Depositor hereby irrevocably sellsagrees to sell, transferstransfer, assigns, sets over assign and otherwise conveys convey to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: (i) the ReceivablesContracts; (ii) all amounts received on or in respect of the Receivables Contracts after the applicable Cutoff DateDate (except that interest accrued on the Contracts prior to the applicable Cutoff Date and received after such Cutoff Date will be remitted by the Trust to the Seller); (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (iv) all any proceeds from claims on or refunds of premiums with respect to extended warranties or physical damage, theft, GAP, credit life or and credit disability insurance policies relating to the Financed Vehicles or the related Obligors; (v) the Receivable Filesany Liquidation Proceeds; (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to the Collection Account, the Note Payment Account and the Certificate Payment Account and all proceeds thereofContract Files; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right Contribution Agreement to require cause the Seller to repurchase Receivables from purchase Contracts affected materially and adversely by breaches of the Depositorrepresentations and warranties of the Seller made in the Contribution Agreement; (viii) rights under the right Servicing Agreement to realize upon any property (including cause the right Servicer to receive future Liquidation Proceeds) that shall have secured a Receivable purchase Contracts affected materially and have been repossessed adversely by or on behalf breaches of the Trustrepresentations and warranties of the Servicer made in the Servicing Agreement; and (ix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) On the Closing Date, subject to the terms and conditions of this Agreement, in consideration of the Trust’s delivery of the Initial Contract Price, the Depositor hereby irrevocably sells, transfers, assigns and otherwise conveys to the Trust and the Trust hereby purchases from the Depositor the Initial Contracts and the Initial Conveyed Property. On each Additional Contract Purchase Date subject to the terms and conditions of this Agreement, in consideration of the Trust’s delivery of the Additional Purchase Price, the Depositor will transfer, assign and otherwise convey and the Trust will purchase from the Depositor such Additional Contracts and Additional Conveyed Property as the Depositor may specify by written notice to the Indenture Trustee, the Owner Trustee, the Rating Agencies and the Trust. (c) The Depositor and the Trust intend that the each transfer of the Trust Property contemplated by Section 2.1(a2.1(b) constitute constitutes a sale of the Trust Property, conveying good title to the related Trust Property, from the Depositor to the Trust. If such transfer Notwithstanding the foregoing, in the event that the Contracts are held to be property of the Depositor, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Contracts and the other Trust Property, then it is intended that: (i) This Agreement shall be deemed to be a pledge to secure security agreement within the payment meaning of Articles 8 and 9 of the NotesUCC; (ii) The sale provided for in Section 2.1(b) shall be deemed to be a grant by the Depositor, however, and the Depositor hereby grants grants, to the Trust Seller a first priority security interest in all of its right (including the Depositor’s rightpower to convey title thereto), title and interest ininterest, whether now owned or hereafter acquired, in and to the Contracts and under the other Trust Property, and all proceeds thereof, to secure such indebtedness and the payment performance of the Notesobligations of the Depositor hereunder; (iii) The possession by the Trust or the Custodian of the Contract Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the UCC; and (iv) Notifications to persons holding such property, and in acknowledgments, receipts or confirmations from persons holding such eventproperty, this Agreement shall constitute a be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Trust for the purpose of perfecting such security agreement interest under applicable lawthe UCC. (cd) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a2.1(b) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables Contracts and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto. (e) Upon each of the transfers of the Trust Property pursuant to clause (b) of this Section 2.1, the Depositor shall clearly xxxx its files, documents, books and any other records (including computer records) in the Depositor’s control pertaining to the Trust Property, in order to indicate that the Trust Property has been transferred to the Trust. (f) The Trust’s obligation to purchase Additional Contracts and Additional Conveyed Property pursuant to clause (b) of this Section 2.1 is subject to satisfaction on or before the related Additional Contract Purchase Date of the following conditions precedent: (i) each of the representations and warranties of the Depositor made pursuant to Section 2.2 with respect to the Additional Contracts shall be true and correct as of the Additional Contract Purchase Date; (ii) the Depositor shall have executed and delivered to the Trust and the Trust shall have executed and delivered to the Indenture Trustee, written assignments in the form of Exhibit F hereto conveying such Additional Contracts and Additional Conveyed Property to the Trust and the Indenture Trustee, respectively; (iii) the Trust shall have deposited, or cause to be deposited, in the Reserve Account, an amount equal to 0.5% of the aggregate outstanding principal balance of Additional Contracts to be conveyed on such Additional Contract Purchase Date (the “Additional Reserve Account Deposit”); (iv) the Trust shall have received release letters and related UCC-3 termination statements and/or amendment statements (for each appropriate jurisdiction), to release all security interests or similar rights of any Person in the Additional Conveyed Property, including the security interests in the Financed Vehicles securing the Contracts and any proceeds of the foregoing; (v) the Trust shall have received the prior written consent of the Insurer; and (vi) the Trust and the Insurer shall have each received such other documents as the Trust or the Insurer may have reasonably requested. (g) It is explicitly agreed by the Depositor and the Trust that the Purchase Price delivered to the Depositor by the Trust pursuant to clause (b) of this Section 2.1 shall consist of the net proceeds from the sale of the Notes (minus the sum of the Initial Reserve Account Deposit and the Additional Reserve Account Deposits) and that the remaining portion of the Purchase Price shall be deemed to constitute a capital contribution by the Seller to the Depositor (it being understood that the Seller has a 100% ownership interest in the Depositor and that the Depositor has a 100% ownership interest in the Trust).

Conveyance of Trust Property. (a) In consideration of the Trust’s Issuer's delivery to, or upon the written order of, the Depositor Seller of authenticated Notes, the Notes and the Certificates in authorized denominations in an aggregate principal amounts amount equal to [ ]% of the Initial Note Pool Balance, and authenticated Certificates, the Depositor Seller does hereby irrevocably sellstransfer, transfers, assigns, sets over assign and otherwise conveys convey to the Trust, Issuer without recourse (subject to the obligations herein), ) all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, inin and to the following (collectively, to and under the following: "Initial Trust Property"): (i) the Initial Receivables; ; (ii) all amounts received with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or in respect of the Receivables after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies due or received thereunder on or after the Initial Cutoff Date; ; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Issuer in such the Financed Vehicles; ; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAPcredit life, credit life disability, or credit disability other insurance policies relating to the covering Financed Vehicles or the Obligors; ; (v) the Receivable Files; Dealer Recourse; (vi) all of the Collection AccountSeller's rights to the Receivable Files that relate to the Initial Receivables; (vii) the Trust Accounts, the Note Payment Certificate Interest Distribution Account, the Certificate Payment Account and the Reserve Principal Distribution Account and all amounts, securities, financial assetsinvestments, investments investment property and other property deposited in or credited to any of the Collection Accountforegoing, all security entitlements relating to the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; ; (viiviii) all rights of the Depositor Seller's rights under this Agreement; (ix) all of the Seller's rights under the Receivables Purchase Agreement, including the right to require of the Seller to cause Ford Credit to repurchase Receivables from the Depositor; Seller; (viiix) payments and proceeds with respect to the right to realize upon any Initial Receivables held by the Servicer; (xi) all property (including the right to receive future Liquidation Proceeds) that shall have secured a securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or purchased by the Seller); (xii) rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the TrustInitial Cutoff Date; and and (ixxiii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Issuer's delivery on or prior to any Subsequent Transfer Date to the Seller of an amount equal to the Additional Receivables Purchase Price, the Seller shall, pursuant to this Agreement and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) constitute related a sale of the Trust PropertySecond Tier Subsequent Assignment, conveying good title irrevocably sell, transfer, assign and otherwise convey to the Trust PropertyIssuer, from the Depositor without recourse (subject to the Trust. If such transfer is deemed to be a pledge to secure obligations herein and in the payment of the Notesrelated Second Tier Subsequent Assignment), howeveron each Subsequent Transfer Date, the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following (collectively, the "Subsequent Trust Property" and, together with the Initial Trust Property, the "Trust Property")): (i) the Additional Receivables listed on Schedule A to the related Second Tier Subsequent Assignment; (ii) with respect to such Additional Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to such Additional Receivables that are Simple Interest Receivables, monies due or received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Additional Receivables and any other interest of the Issuer in the Financed Vehicles; (iv) rights to receive proceeds with respect to the Additional Receivables from claims on any physical damage, credit life, credit disability, or other insurance policies covering Financed Vehicles or Obligors; (v) Dealer Recourse; (vi) all of the Seller's rights to the Receivable Files that relate to the Additional Receivables; (vii) payments and proceeds with respect to the Additional Receivables held by the Servicer; (viii) all property (including the right to receive Liquidation Proceeds) securing an Additional Receivable (other than an Additional Receivable purchased by the Servicer or purchased by the Seller); (ix) all of the Seller's rights under the related First Tier Subsequent Assignment; (x) rebates of premiums and other amounts relating to insurance policies and other items financed under the Additional Receivables in effect as of the related Subsequent Cutoff Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to secure the 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 Notes, and in such event, this Agreement shall constitute a security agreement under applicable law. (c) The sale, transfer, assignment and conveyance proceeds of any of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument related theretoforegoing.

Conveyance of Trust Property. (a) In consideration of the Trust’s 's delivery to, or upon the written order of, the Depositor Seller of authenticated NotesNotes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Initial Note Certificate Balance, and authenticated Certificatesrespectively, the Depositor Seller hereby irrevocably sells, transfers, assigns, sets over assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the DepositorSeller, whether now owned or hereafter acquired, in, to and under the following: (i) the Initial Receivables; (ii) all amounts received on or in with respect of the to Initial Receivables that are Actuarial Receivables, monies due thereunder after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies received thereunder after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Depositor Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to the Initial Receivables from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to covering the related Financed Vehicles or the related Obligors; (v) all rights to receive proceeds with respect to the Receivable FilesInitial Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Collection Account, Seller's rights to the Note Payment Account, Receivable Files that relate to the Certificate Payment Account and Initial Receivables; (vii) the Reserve Account Trust Accounts and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Collection Account, the Note Payment Account and the Certificate Payment Account foregoing and all proceeds thereof; (viiviii) all rights of the Depositor Seller's rights under the Receivables Yield Supplement Agreement and the Purchase Agreement, including the right to require of the Seller to cause MMCA to repurchase Receivables from the DepositorSeller; (viiiix) all payments and proceeds with respect to the right to realize upon any Initial Receivables held by MMCA; (x) all property (including the right to receive future Liquidation ProceedsProceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivable that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or repurchased by the Seller); (xi) that shall have secured a Receivable all rebates of premiums and have been repossessed by or on behalf other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the TrustInitial Cutoff Date; and (ixxii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The Depositor Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Indenture Trustee's delivery on or prior to any Subsequent Transfer Date to the Seller of the amount described in Section 4.11(a) to be delivered to the Seller, the Seller shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the obligations herein), on each Subsequent Transfer Date, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all rights to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) all rights to receive proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent Receivables held by the Servicer; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent Receivable purchased by the Servicer or repurchased by the Seller); (ix) all of the Seller's rights under the related First-Tier Subsequent Assignment; (x) all rebates of premiums and other amounts relating to insurance policies and other items financed under such Subsequent Receivables in effect as of the related Subsequent Cutoff Date; and (xi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (c) It is the intention of the Seller and the Trust intend that the transfer of the Trust Property contemplated by Section 2.1(a) and any Second-Tier Subsequent Assignments executed pursuant to Section 2.1(b) constitute a sale sales of the Trust PropertyProperty from the Seller to the Trust, conveying good title to the Trust PropertyProperty free and clear of any liens and, from in the Depositor to event of the Trustfiling of a bankruptcy petition by or against the Seller under any bankruptcy or similar law, that the Trust Property shall not be part of the Seller's estate. If However, in the event that such transfer is deemed to be a pledge to secure the payment of the Notes, howeverpledge, the Depositor Seller hereby grants to the Trust a first priority security interest in all of the Depositor’s Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the payment Trust to the Seller in an amount equal to the sum of the Notes, initial principal amount of the Notes plus accrued interest thereon and in such event, this Agreement shall constitute a security agreement under applicable lawthe Initial Certificate Balance. (cd) The saleSeller shall sell, transfer, assignment assign and conveyance of otherwise convey to the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by on any Subsequent Transfer Date the Trust of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Subsequent Receivables and the other Trust Property or any obligation property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the Depositor following conditions on or prior to such Subsequent Transfer Date: (i) the Seller under shall have provided the Indenture Trustee, the Owner Trustee and the Rating Agencies (A) written notification of the addition of such Subsequent Receivables at least five Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any agreementother information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E hereto (the "Second-Tier Subsequent Assignment"), document which shall include a Schedule A attached thereto listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables that are property of the Trust; (iv) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or instrument believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the applicable Subsequent Reserve Account Deposit for such Subsequent Transfer Date shall have been made; (vi) the applicable Subsequent Payahead Account Deposit for such Subsequent Transfer Date shall have been made; (vii) the applicable Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date shall have been made; (viii) the Receivables, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria as of the related thereto.Subsequent Cutoff Date: (A) the weighted average number of payments remaining until the maturity of the Receivables will not be more than [72] payments; (B) the aggregate principal balance of the Last Scheduled Payments as a percentage of the Pool Balance will not be greater than [ ]%; (C) if any Receivable is a Deferred Payment Receivable, the deferral period will not extend for more than [450] days after origination of that Receivable; (D) the weighted average FICO score of the obligors on the Receivables will not be less than [673]; (E) the aggregate principal balance of the Receivables relating to new automobiles and sports utility vehicles will be at least [ ]%, substantially all of which will be manufactured or distributed by Mitsubishi Motors; (F) the aggregate principal balance of the limited credit experience Receivables as a percentage of the aggregate principal balance of the Receivables will not be more than [ ]%; and