Common use of Intention of the Parties Clause in Contracts

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (ia) the Receivables and all moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (ivd) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ve) all rights under any Service Contracts on the related Financed Vehicles; (vif) the related Receivable Files; (viig) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit GM Financial under the Purchase Agreement; (viiih) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ia) through (viig); and (ixi) all proceeds and investments with respect to items (ia) through (viiih).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):) (ia) the Receivables and all moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (ivd) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ve) all rights under any Service Contracts on the related Financed Vehicles; (vif) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viiig) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ia) through (viif); and (ixh) all proceeds and investments with respect to items (ia) through (viiig).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller Transferor and the Issuer Transferee that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposesAssets, conveying good title thereto free and clear of any Liens, from the Seller Transferor to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the SellerTransferee. In the event that such conveyance is determined to be made as security for a loan made by the IssuerTransferee to Transferor, the Noteholders or the Certificateholder to the Seller, the Seller Transferor hereby grants to the Issuer Transferee a security interest in all of the SellerTransferor’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Contribution Agreement Collateral”):). (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Transferor in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv4) any proceeds from any Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or a Third-Party Direct Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Auto Loan Purchase and Sale Direct Lender Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii7) all of the SellerTransferor’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and including the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit Exeter under the Purchase Agreement; (viii8) all of the Transferor’s rights and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of Exeter and the Seller under the Sale and Servicing Agreement; (9) all of the SellerTransferor’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii9); and (ix10) all proceeds and investments with respect to items (i1) through (viii9).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the EFLLC Receivables and the EFLLC Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the EFLLC Receivables and the EFLLC Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (i1) the EFLLC Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the EFLLC Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the EFLLC Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the repossession or liquidation of the EFLLC Receivables; (iv4) any proceeds from any EFLLC Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or a Third-Party Direct Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Auto Loan Purchase and Sale Direct Lender Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii7) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1 (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or a Third-Party Direct Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Auto Loan Purchase and Sale Direct Lender Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit Exeter under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (viiviii); and (ix) all proceeds and investments with respect to items (i) through (viii).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (ia) the Receivables and all moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (ivd) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ve) all rights under any Service Contracts on the related Financed Vehicles; (vif) the related Receivable Files; (viig) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viiih) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ia) through (viig); and (ixi) all proceeds and investments with respect to items (ia) through (viiih).

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale and assignment outright, and not for security, by CNHICA of the Receivables and Other Conveyed Propertynot as a lending transaction, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHICA under the Bankruptcy Code, reorganization(i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, arrangement(ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, insolvency and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the SellerReceivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. In If (but only to the event that such conveyance extent that) the transfer of the CNHICA Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHICA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHICA’s right, title and interest in and to the following property for CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale and assignment outright, and not for security, by CNHCA of the Receivables and Other Conveyed Propertynot as a lending transaction, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHCA under the Bankruptcy Code, reorganization(i) such Receivables would not be property of CNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, arrangement(ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHCA under Section 542 of the Bankruptcy Code, insolvency and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHCA or any other Person in connection with the SellerReceivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. In If (but only to the event that such conveyance extent that) the transfer of the Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHCA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHCA’s right, title and interest in and to the following property for Assets. Such security interest shall secure all of CNHCA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale and assignment outright, and not for security, by CNHICA of the Receivables and Other Conveyed Propertynot as a lending transaction, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHICA under the Bankruptcy Code, reorganization(i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, arrangement(ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, insolvency and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the SellerReceivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. In If (but only to the event that such conveyance extent that) the transfer of the Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHICA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHICA’s right, title and interest in and to the following property for Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (ia) the Receivables and all moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (ivd) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ve) all rights under any Service Contracts on the related Financed Vehicles; (vif) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viiig) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ia) through (viif); and (ixh) all proceeds and investments with respect to items (ia) through (viiig).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):) (ia) the Receivables and all moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (ivd) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ve) all rights under any Service Contracts on the related Financed Vehicles; (vif) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viiig) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ia) through (viif); and (ixh) all proceeds and investments with respect to items (ia) through (viiig).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):) (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv4) any proceeds received from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii7) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (ia) the Receivables and all moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (ivd) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ve) all rights under any Service Contracts on the related Financed Vehicles; (vif) the related Receivable Files; (viig) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viiih) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ia) through (viig); and (ixi) all proceeds and investments with respect to items (ia) through (viiih).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):) (ia) the Receivables and all moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (ivd) any proceeds received from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ve) all rights under any Service Contracts on the related Financed Vehicles; (vif) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viiig) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ia) through (viif); and (ixh) all proceeds and investments with respect to items (ia) through (viiig).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (ia) the Receivables and all moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (ivd) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ve) all rights under any Service Contracts on the related Financed Vehicles; (vif) the related Receivable Files; (viig) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit GM Financial under the Purchase Agreement; (viiih) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ia) through (viig); and (ixi) all proceeds and investments with respect to items (ia) through (viiih).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):) (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv4) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii7) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):) (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv4) any proceeds received from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii7) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).

Intention of the Parties. The execution and delivery of this Agreement and of each Subsequent Purchase Agreement shall constitute an acknowledgment by the Seller AFL and the Issuer ARFC that they intend that the each assignment and transfer herein and therein contemplated constitute a sale and assignment outright, and not for security, of the Initial Receivables and the Initial Other Conveyed Property and the Subsequent Receivables and Subsequent Other Conveyed Property, for non-tax purposesas the case may be, conveying good title thereto free and clear of any Liens, from the Seller AFL to the IssuerARFC, and that the Initial Receivables and the Initial Other Conveyed Property and the Subsequent Receivables and Subsequent Other Conveyed Property shall not be a part of the Seller’s AFL's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Sellerto, AFL. In the event that such conveyance is determined to be made as security for a loan made by the IssuerARFC, the Noteholders Trust or the Certificateholder Noteholders to the SellerAFL, the Seller hereby grants parties intend that AFL shall have granted to the Issuer ARFC a security interest in all of the Seller’s AFL's right, title and interest in and to the following property for Initial Receivables and the benefit of Initial Other Conveyed Property and the Issuer Secured PartiesSubsequent Receivables and Subsequent Other Conveyed Property, whether now owned as the case may be, conveyed pursuant to Section 2.1 hereof or existing or hereafter acquired or arisingpursuant to any Subsequent Purchase Agreement, and that this Agreement and each Subsequent Purchase Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by It is the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, intention of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and parties that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables Company is purchasing on the Closing Date, and all moneys received thereon after the Cutoff Seller is selling on the Closing Date; , the Initial Mortgage Loans, rather than the Company providing to the Seller a loan secured by the Initial Mortgage Loans on the Closing Date, and (ii) the security interests in Trustee is purchasing on the Financed Vehicles granted by Obligors pursuant Closing Date, and the Company is selling on the Closing Date, the Initial Mortgage Loans, rather than the Trustee providing to the Receivables and any other interest of Company a loan secured by the Seller in such Financed Vehicles; Initial Mortgage Loans, (iii) any proceeds the Company will be purchasing on each Subsequent Transfer Date, and the right to receive proceeds with respect Seller will be selling on each Subsequent Transfer Date, the related Subsequent Mortgage Loans, rather than the Company providing to the Receivables from claims Seller a loan secured by the related Subsequent Mortgage Loans on any physical damageeach Subsequent Transfer Date, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts Trustee will be purchasing on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreementeach Subsequent Transfer Date, and the delivery requirementsCompany will be selling on each Subsequent Transfer Date, representations and warranties and the cure and repurchase obligations of AmeriCredit under related Subsequent Mortgage Loans, rather than the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating Trustee providing to the property described in Company a loan secured by the related Subsequent Mortgage Loans on each Subsequent Transfer Date. Accordingly, the parties hereto each intend to treat these transactions as (i) through a sale by the Seller, and a purchase by the Company, of the Initial Mortgage Loans on the Closing Date, and (vii); and ii) a sale by the Company, and a purchase by the Trustee, of the Initial Mortgage Loans on the Closing Date, (ixiii) all proceeds a sale by the Seller, and investments with respect to items a purchase by the Company, of the related Subsequent Mortgage Loans on each Subsequent Transfer Date, and (iiv) through (viii)a sale by the Company, and a purchase by the Trustee, of the related Subsequent Mortgage Loans on each Subsequent Transfer Date.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by CNHCA of the Purchased Contracts and assignment outright, the Subsequent CNHCA Receivables and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHCA under the Bankruptcy Code, reorganization(i) such Purchased Contracts and Subsequent CNHCA Receivables would not be property of CNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, arrangement(ii) the bankruptcy court would not compel the turnover of such Purchased Contracts and Subsequent CNHCA Receivables or collections thereon by CNHCR to CNHCA under Section 542 of the Bankruptcy Code, insolvency and (iii) the bankruptcy court would determine that payments on such Purchased Contracts and Subsequent CNHCA Receivables not in the possession of CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Purchased Contract or any Subsequent CNHCA Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHCA or any other Person in connection with the SellerPurchased Contracts or the Subsequent CNHCA Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. In If (but only to the event that such conveyance extent that) the transfer of the Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHCA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHCA’s right, title and interest in and to the following property for Assets. Such security interest shall secure all of CNHCA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv4) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii7) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the EFIT Receivables and the EFIT Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the EFIT Receivables and the EFIT Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Agreement Collateral”): (i1) the EFIT Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the EFIT Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the EFIT Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the EFIT Receivables; (iv4) any proceeds from any EFIT Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii7) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1 (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit Exeter under the Purchase Agreement; (viii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of the Representation Provider under the Sale Agreement; (ix) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (viiviii); and (ixx) all proceeds and investments with respect to items (i) through (viiiix).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller Transferor and the Issuer Transferee that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposesAssets, conveying good title thereto free and clear of any Liens, from the Seller Transferor to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the SellerTransferee. In the event that such conveyance is determined to be made as security for a loan made by the IssuerTransferee to Transferor, the Noteholders or the Certificateholder to the Seller, the Seller Transferor hereby grants to the Issuer Transferee a security interest in all of the SellerTransferor’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Contribution Agreement Collateral”):). (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Transferor in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv4) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii7) all of the SellerTransferor’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and including the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit Exeter under the Purchase Agreement; (viii8) all of the Transferor’s rights and benefits, but none of its obligations or burdens, under the Sale Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of the Representation Provider under the Sale Agreement; (9) all of the SellerTransferor’s rights and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of Exeter and the Seller under the Sale and Servicing Agreement; (10) all of the rights to all of the Transferor’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii9); and (ix11) all proceeds and investments with respect to items (i1) through (viii10).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the EFLLC Receivables and the EFLLC Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the EFLLC Receivables and the EFLLC Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (i1) the EFLLC Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the EFLLC Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the EFLLC Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the EFLLC Receivables; (iv4) any proceeds from any EFLLC Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii7) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).

Intention of the Parties. (a) The execution and delivery of this Agreement shall will constitute an acknowledgment by the Seller Originator and the Issuer Depositor that they intend that the assignment assignments and transfer transfers herein contemplated constitute a sale sales and assignment assignments outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Originator to the Issuer, Depositor and that the Receivables and the Other Conveyed Property shall will not be a part of the Seller’s Originator's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to to, the SellerOriginator. In the event that If such conveyance is determined to be made as security for a loan made by the Depositor, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, Originator the Seller hereby grants parties intend that the Originator will have granted to the Issuer Depositor a security interest in all of the Seller’s Originator's right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesinterest, respectively, whether now owned or existing or hereafter acquired or arising, in and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):to: (i1) the Receivables and all moneys received thereon after the Cutoff Date;, (ii2) the Other Conveyed Property conveyed to the Depositor by the Originator pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables Receivables, and any other interest of the Seller Originator or the Depositor in such Financed Vehicles; , (iiib) any proceeds and the right to receive any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; , (ivc) any proceeds from any Receivable repurchased by the right to cause the related Dealer or a Dealer Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, respectively, as a result of a the breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; , respectively, (vd) all rights under rights, if any, to refunds for the costs of any Service Contracts on the related Financed Vehicles; , (vie) the related Receivable Files; Receivables Files and (viif) the proceeds of any and all of the Seller’s rightforegoing, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix3) all proceeds and investments with respect to items (i1) through and (viii)2) above. (b) This Agreement will constitute a security agreement under applicable law.

Intention of the Parties. (a) The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate 's estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s 's right, title and interest in and to to: (1) the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectivelyInitial Receivables, the “Sale and Servicing Agreement Collateral”): (i) the Subsequent Receivables and all moneys received thereon after the Initial Cutoff Date;, (ii2) the Initial Other Conveyed Property and the Subsequent Other Conveyed Property conveyed to Purchaser by Seller pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables, the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; , (iiib) any proceeds and the right to receive any proceeds with respect to the Initial Receivables and the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; , (ivc) any proceeds from any Initial Receivable and Subsequent Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement or Agreement, (d) any proceeds from any Initial Receivable and Subsequent Receivable repurchased by a Third-Party Lender, pursuant to an Auto Loan Purchase and Sale Agreement; , as a result of a breach of representation or warranty in the related Auto Loan Purchase and Sale Agreement, (ve) all rights under any Service Contracts on the related Financed Vehicles; , (vif) the related Receivable Files;Receivables Files and (g) the proceeds of any and all of the foregoing, (vii3) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s 's (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments Instruments, and (e) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (i1) through and (vii2); , and (ix4) all proceeds and investments with respect to items (i1), (2), and (3) through above. (viii)b) This Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, 100% ownership interest in the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat each transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. Moreover, the arrangement under which the Mortgage Loans are held shall be consistent with classification of such arrangement as a grantor trust in the event it is not found to represent direct ownership of the Mortgage Loans. The execution Purchaser shall have the right to review the Mortgage Loans and delivery the related Mortgage Loan Files to determine the characteristics of the Mortgage Loans which shall affect the Federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review. The Purchaser and the Seller acknowledge and agree that the purpose of Sections 4.01(B), 7.05(b), 7.07, 7.08, 8.01(e), 8.04(b) and 11.01 of this Agreement shall constitute an acknowledgment is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the Issuer rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that they intend required under the Securities Act). The Seller acknowledges that interpretations of the assignment and transfer herein contemplated constitute a sale and assignment outrightrequirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller agrees to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or comply with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan requests made by the IssuerPurchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Noteholders Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the Certificateholder good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s rightany Subservicer, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to an Auto Loan Purchase be necessary in order to effect such compliance. The Purchaser (including any of its assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and Sale Agreement as a result of a breach of representation or warranty by reasonably limiting such requests to information required, in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the SellerPurchaser’s rightreasonable judgment, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments comply with respect to items (i) through (viii)Regulation AB.

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Company that each conveyance by such Originator to the Company pursuant to this Agreement shall constitute an acknowledgment of any Receivables and Related Rights, including, without limitation, all Sold Receivables, if any, constituting “accounts,” “chattel paper,” “payment intangibles,” “instruments” or “general intangibles” (each as defined in the UCC), be construed as a valid and perfected sale or contribution, as the case may be, and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Seller Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and the Issuer that they intend that the assignment right, title and transfer herein contemplated constitute interest in and to such Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that an outright sale of receivables and interests in receivables is governed by Article 9 of the UCC (“Article 9”), notwithstanding that such a sale and assignment outrightis not intended for security. The parties also acknowledge that, as a drafting convention under Article 9, terms used under Article 9 for secured transactions also apply to outright sales of receivables, including “debtor,” which applies to a seller of receivables, “secured party,” which applies to a buyer of receivables, and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not for security, affect the nature of the outright sale or contribution hereunder of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from by the Seller Originators to the IssuerCompany. Thus, under the Article 9 drafting convention, the outright sale or contribution of the Sold Receivables may be described as a transaction by which the Originators have granted to the Company a security interest in, among other things, the Sold Receivables. However, if, contrary to the mutual intent of the parties, any conveyance hereunder of Receivables and Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and that the a conveyance of such Receivables and Related Rights that is prior to the Other Conveyed Property rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through any Originator, then, it is the intent of such Originator and the Company that (i) this Agreement also shall not be deemed to be, and hereby is, a part security agreement within the meaning of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect UCC; and (ii) such Originator shall be deemed to have granted to the Seller. In Company as of the event that date of this Agreement, and such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller Originator hereby grants to the Issuer Company, a security interest in in, to and under, all of the Sellersuch Originator’s right, title and interest in and to each Receivable generated by such Originator prior to the following property for the benefit of the Issuer Secured PartiesPurchase and Sale Termination Date and all Related Rights with respect thereto, whether now owned or existing or hereafter acquired or arising, created by such Originator to secure the prompt and this Agreement shall constitute complete payment of a security agreement under applicable law (collectively, loan deemed to have been made in an amount equal to the “Sale and Servicing Agreement Collateral”): (i) Purchase Price of the Receivables and originated by such Originator, together with all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)Originator hereunder.

Intention of the Parties. (a) The execution and delivery of this Agreement shall will constitute an acknowledgment by the Seller Originator and the Issuer Depositor that they intend that the assignment assignments and transfer transfers herein contemplated constitute a sale sales and assignment assignments outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Originator to the Issuer, Depositor and that the Receivables and the Other Conveyed Property shall will not be a part of the SellerOriginator’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to to, the SellerOriginator. In the event that If such conveyance is determined to be made as security for a loan made by the Depositor, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, Originator the Seller hereby grants parties intend that the Originator will have granted to the Issuer Depositor a security interest in all of the SellerOriginator’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesinterest, respectively, whether now owned or existing or hereafter acquired or arising, in and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):to: (i1) the Receivables and all moneys received thereon after the Cutoff Date;, (ii2) the Other Conveyed Property conveyed to the Depositor by the Originator pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables Receivables, and any other interest of the Seller Originator or the Depositor in such Financed Vehicles; , (iiib) any proceeds and the right to receive any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; , (ivc) any proceeds from any Receivable repurchased by the right to cause the related Dealer or a Dealer Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, respectively, as a result of a the breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; , respectively, (vd) all rights under rights, if any, to refunds for the costs of any Service Contracts on the related Financed Vehicles; , (vie) the related Receivable Files; Receivables Files and (viif) the proceeds of any and all of the Seller’s rightforegoing, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix3) all proceeds and investments with respect to items (i1) through and (viii)2) above. (b) This Agreement will constitute a security agreement under applicable law.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by NH Credit of the NH Purchased Contracts and assignment outrightthe Subsequent NH Receivables and any True Lease Equipment, in each case, related thereto, as the case may be, and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and so that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against NH Credit under the Bankruptcy Code, reorganization(i) such NH Purchased Contracts, arrangementSubsequent NH Receivables and True Lease Equipment would not be property of NH Credit’s bankruptcy estate under Section 541 of the Bankruptcy Code, insolvency (ii) the bankruptcy court would not compel the turnover of such NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment by CNHCR to NH Credit under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on the NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment not in the possession of NH Credit would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of NH Credit’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any NH Purchased Contract or any Subsequent NH Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of NH Credit or any other Person in connection with the SellerNH Purchased Contracts or the Subsequent NH Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. In If (but only to the event extent) that such conveyance the transfer of the NH Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder NH Credit shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerNH Credit’s right, title and interest in and to the following property for NH Assets. Such security interest shall secure all of NH Credit’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. (a) The execution and delivery of this Agreement shall will constitute an acknowledgment by the Seller Originator and the Issuer Depositor that they intend that the assignment assignments and transfer transfers herein contemplated constitute a sale sales and assignment assignments outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Originator to the Issuer, Depositor and that the Receivables and the Other Conveyed Property shall will not be a part of the Seller’s Originator's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to to, the SellerOriginator. In the event that If such conveyance is determined to be made as security for a loan made by the Depositor, the Issuer, the Noteholders or the Certificateholder to the Seller, Originator the Seller hereby grants parties intend that the Originator will have granted to the Issuer Depositor a security interest in all of the Seller’s Originator's right, title and interest interest, respectively, in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):to: (i1) the Receivables and all moneys received thereon after the Cutoff Date;, (ii2) the Other Conveyed Property conveyed to the Depositor by the Originator pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables Receivables, and any other interest of the Seller Originator or the Depositor in such Financed Vehicles; , (iiib) any proceeds and the right to receive any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; , (ivc) any proceeds from any Receivable repurchased by the right to cause the related Dealer or a Dealer Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, respectively, as a result of a the breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; , respectively, (vd) all rights under rights, if any, to refunds for the costs of any Service Contracts on the related Financed Vehicles; , (vie) the related Receivable Files; Receivables Files and (viif) the proceeds of any and all of the Seller’s rightforegoing, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix3) all proceeds and investments with respect to items (i1) through and (viii)2) above. (b) This Agreement will constitute a security agreement under applicable law.

Intention of the Parties. It is the intention of the parties hereto that the sale of the Purchased Receivables hereunder shall constitute a “sale of accounts”, as such term is used in Section 9-109(a) of the UCC and therefore this Agreement is intended to create a “security interest” in the Purchased Receivables within the meaning of the UCC in favor of the Purchaser. The execution Funding Seller and delivery the Purchaser intend the sales of Purchased Receivables hereunder to be considered to be “true sales” of the Purchased Receivables and Related Rights by the Funding Seller to the Purchaser that (A) shall constitute irrevocable, absolute transfers of the same by the Funding Seller to the Purchaser and (B) provide the Purchaser with the full benefits of ownership of the Purchased Receivables and Related Rights. If, notwithstanding such intent, any Purchased Receivables or Related Rights are determined to be property of the Funding Seller’s estate and the conveyance of such property hereunder shall be characterized as a loan secured by such property (any of the foregoing being referred to herein as a “Recharacterization”), then (i) this Agreement also shall be deemed to be, and hereby is, a “security agreement” within the meaning of the UCC, and (ii) the conveyance by the Funding Seller provided for in this Agreement shall constitute an acknowledgment be deemed to be a grant by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Funding Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Funding Seller hereby grants to the Issuer Purchaser, a security interest in in, to and under all of the Funding Seller’s right, title and interest in in, to and under the Purchased Receivables and Related Rights conveyed by the Funding Seller to the following property for the benefit of the Issuer Secured PartiesPurchaser, hereunder, whether now owned or hereafter existing or hereafter acquired created, to secure (1) the rights of the Purchaser hereunder, (2) a loan by the Purchaser to the Funding Seller in the amount of the Funded Amount from time to time and (3) without limiting any of the foregoing, the payment and performance of the obligations (whether monetary or arisingotherwise) from time to time owing by the Funding Seller to the Purchaser hereunder. The Funding Seller shall take such actions as may be necessary to ensure that a security interest in such Purchased Receivables will be a perfected security interest of first priority in favor of the Purchaser under the UCC and all other applicable law and shall be maintained as such throughout the term of this Agreement. If a Recharacterization were to occur, after the occurrence of any Termination Event, the Purchaser and its permitted assignees (including the Bank Collections Agent, to the extent contemplated by the Onward Receivables Purchase Agreement) shall have, in addition to the rights and remedies contemplated by this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to other Transaction Documents, all other rights and remedies against the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors Funding Seller and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant Originators provided to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, secured creditor under the Purchase AgreementUCC and other applicable law, and the delivery requirementsparties hereto agree that each remittance of Collections to the Purchaser hereunder shall be, representations and warranties and or have been, in payment of debt incurred by the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined Funding Seller in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)ordinary course of its business.

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Company that each conveyance by such Originator to the Company pursuant to this Agreement shall constitute an acknowledgment of any Receivables and Related Rights, including, without limitation, all Sold Receivables, if any, constituting “accounts,” “chattel paper,” “payment intangibles,” “instruments” or “general intangibles” (each as defined in the UCC), be construed as a valid and perfected sale or contribution, as the case may be, and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Seller Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and the Issuer that they intend that the assignment right, title and transfer herein contemplated constitute interest in and to such Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that an outright sale of receivables and interests in receivables is governed by Article 9 of the UCC (“Article 9”), notwithstanding that such a sale and assignment outrightis not intended for security. The parties also acknowledge that, as a drafting convention under Article 9, terms used under Article 9 for secured transactions also apply to outright sales of receivables, including “debtor,” which applies to a seller of receivables, “secured party,” which applies to a buyer of receivables, and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not for security, affect the nature of the outright sale or contribution hereunder of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from by the Seller Originators to the IssuerCompany. Thus, under the Article 9 drafting convention, the outright sale or contribution of the Sold Receivables may be described as a transaction by which the Originators have granted to the Company a security interest in, among other things, the Sold Receivables. However, if, contrary to the mutual intent of the parties, any conveyance hereunder of Receivables and Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and that the a conveyance of such Receivables and Related Rights that is prior to the Other Conveyed Property rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through any Originator, then, it is the intent of such Originator and the Company that (i) this Agreement also shall not be deemed to be, and hereby is, a part security agreement within the meaning of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect UCC; and (ii) such Originator shall be deemed to have granted to the Seller. In Company as of the event that date of this Agreement, and such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller Originator hereby grants to the Issuer Company, a security interest in in, to and under, all of the Sellersuch Originator’s right, title and interest in and to each Receivable generated by such Originator prior to the following property for the benefit of the Issuer Secured PartiesPurchase and Sale Termination Date and all Related Rights with respect thereto, whether now owned or existing or hereafter acquired or arising, created by such Originator to secure the prompt and this Agreement shall constitute complete payment of a security agreement under applicable law (collectively, loan deemed to have been made by the “Sale and Servicing Agreement Collateral”): (i) Company to such Originator in an amount equal to the Purchase Price of the Receivables and originated by such Originator, together with all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)Originator hereunder.

Intention of the Parties. The execution and delivery of this Agreement [or any Subsequent Transfer Agreement] shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder Certificateholder[s] to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement [and each Subsequent Transfer Agreement] shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (ia) the [Initial] Receivables and all moneys received thereon after the [Initial] Cutoff DateDate [and the Subsequent Receivables and all moneys received thereon after the related Subsequent Cutoff Date (excluding any Supplemental Servicing Fees)]; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (ivd) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ve) all rights under any Service Contracts on the related Financed Vehicles; (vif) the related Receivable Files; (viig) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement [and each Subsequent Purchase Agreement], and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit GM Financial under the Purchase Agreement [and each Subsequent Purchase Agreement]; (viiih) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ia) through (viig); and (ixi) all proceeds and investments with respect to items (ia) through (viiih).

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by NH Credit of the NH Purchased Contracts and assignment outrightthe Subsequent NH Receivables and any True Lease Equipment related to such NH Purchased Contracts or Subsequent NH Receivables, as the case may be, and not for securityas a lending transaction. The foregoing sale, of the Receivables assignment, transfer and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuerconveyance does not constitute, and that the Receivables and the Other Conveyed Property shall is not be intended to result in a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency creation or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any NH Purchased Contract or any Subsequent NH Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of NH Credit or any other Person in connection with the SellerNH Purchased Contracts or the Subsequent NH Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. In If (but only to the event extent) that such conveyance the transfer of the NH Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder NH Credit shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the Seller’s NH Credit's right, title and interest in and to the following property for NH Assets. Such security interest shall secure all of NH Credit's obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale and assignment outright, and not for security, by CNHICA of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the [[Initial] Receivables and the Other Conveyed Property shall Subsequent CNHICA] Receivables and not be as a part of the Seller’s estate lending transaction, such that in the event of a bankruptcyfiling of a petition for relief by or against CNHICA under the Bankruptcy Code, reorganization(i) such [[Initial] Receivables and Subsequent CNHICA] Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, arrangement(ii) the bankruptcy court would not compel the turnover of such [[Initial] Receivables and Subsequent CNHICA] Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, insolvency and (iii) the bankruptcy court would determine that payments on such [[Initial] Receivables and Subsequent CNHICA] Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any [[Initial] Receivables or any Subsequent CNHICA] Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Seller[[Initial] Receivables or the Subsequent CNHICA] Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. In If (but only to the event that such conveyance extent that) the transfer of the Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHICA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHICA’s right, title and interest in and to the following property for Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 [and Section 2.2], and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the EFLLC Receivables and the EFLLC Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the EFLLC Receivables and the EFLLC Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (i1) the EFLLC Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the EFLLC Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the EFLLC Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the EFLLC Receivables; (iv4) any proceeds from any EFLLC Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or a Third-Party Direct Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Auto Loan Purchase and Sale Direct Lender Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii7) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by the Purchaser and a sale by the Originator of the Purchased Contracts and assignment outrightthe Subsequent Receivables and any True Lease Equipment related to such Purchased Contracts or Subsequent Receivables, as the case may be, and not for securityas a lending transaction. The foregoing sale, of the Receivables assignment, transfer and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuerconveyance does not constitute, and that is not intended to result in a creation or assumption by the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, Purchaser of, any obligation or liability with respect to any Purchased Contract or any Subsequent Receivables, nor shall the SellerPurchaser be obligated to perform or otherwise be responsible for any obligation of the Originator or any other Person in connection with the Purchased Contracts or the Subsequent Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that the Purchaser accepts any Contracts that are Leases subject to (and assumes) the covenants benefitting the Obligors under such Leases. In If (but only to the event extent) that such conveyance the transfer of the First-Tier Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder Originator shall be deemed hereunder to have granted to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s Originator's right, title and interest in and to the following property for the benefit First-Tier Assets. Such security interest shall secure all of the Issuer Secured PartiesOriginator's obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. The Purchaser shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to Purchaser under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. (a) The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i1) the Receivables and all moneys received thereon after the Cutoff Date;, (ii2) the Other Conveyed Property conveyed to Purchaser by Seller pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; , (iiib) any proceeds and the right to receive any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; , (ivc) any proceeds from any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement or Agreement, (d) any proceeds from any Receivable repurchased by a Third-Party Lender, pursuant to an Auto Loan Purchase and Sale Agreement; , as a result of a breach of representation or warranty in the related Auto Loan Purchase and Sale Agreement, (ve) all rights under any Service Contracts on the related Financed Vehicles; , (vif) the related Receivable Files; Receivables Files and (viig) the proceeds of any and all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement;foregoing, (viii3) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments Instruments, and (e) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (i1) through and (vii2); , and (ix4) all proceeds and investments with respect to items (i1), (2), and (3) through above. (viii)b) This Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (i1) the [Initial] Receivables and all moneys received thereon after the [Initial] Cutoff Date [and the Subsequent Receivables and all moneys received after the applicable Subsequent Cutoff Date]; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv4) any proceeds received from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii7) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1 (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer or Direct Lender pursuant to a the related Dealer Agreement or a Third-Party Direct Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Auto Loan Purchase and Sale Direct Lender Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit Exeter under the Purchase Agreement; (viii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Sale Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of the Representation Provider under the Sale Agreement; (ix) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (viiviii); and (ixx) all proceeds and investments with respect to items (i) through (viiiix).

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by CNHCA of the CNHCA Purchased Contracts and assignment outrightthe Subsequent CNHCA Receivables and any True Lease Equipment related to such CNHCA Purchased Contracts or Subsequent CNHCA Receivables, as the case may be, and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHCA under the Bankruptcy Code, reorganizationsuch CNHCA Purchased Contracts, arrangementSubsequent CNHCA Receivables and True Lease Equipment would not be property of CNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, insolvency (ii) the bankruptcy court would not compel the turnover of such CNHCA Purchased Contracts, Subsequent CNHCA Receivables and True Lease Equipment or liquidation proceedingcollections thereon by CNHCR to CNHCA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such CNHCA Purchased Contracts, Subsequent CNHCA Receivables and True Lease Equipment not in the possession of CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any CNHCA Purchased Contract or any Subsequent CNHCA Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHCA or any other Person in connection with the SellerCNHCA Purchased Contracts or the Subsequent CNHCA Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. In If (but only to the event that such conveyance extent that) the transfer of the CNHCA Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHCA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHCA’s right, title and interest in and to the following property for CNHCA Assets. Such security interest shall secure all of CNHCA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by CNHCA of the [Purchased Contracts and assignment outright, the Subsequent CNHCA] Receivables and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHCA under the Bankruptcy Code, reorganization(i) such [Purchased Contracts and Subsequent CNHCA] Receivables would not be property of CNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, arrangement(ii) the bankruptcy court would not compel the turnover of such [Purchased Contracts and Subsequent CNHCA] Receivables or collections thereon by CNHCR to CNHCA under Section 542 of the Bankruptcy Code, insolvency and (iii) the bankruptcy court would determine that payments on such [Purchased Contracts and Subsequent CNHCA] Receivables not in the possession of CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any [Purchased Contracts or any Subsequent CNHCA] Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHCA or any other Person in connection with the Seller[Purchased Contracts or the Subsequent CNHCA] Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. In If (but only to the event that such conveyance extent that) the transfer of the Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHCA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHCA’s right, title and interest in and to the following property for Assets. Such security interest shall secure all of CNHCA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 [and Section 2.2], and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, 100% ownership interest in the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat each transaction for Federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. Moreover, the arrangement under which the Mortgage Loans are held shall be consistent with classification of such arrangement as a grantor trust in the event it is not found to represent direct ownership of the Mortgage Loans. The execution Purchaser shall have the right to review the Mortgage Loans and delivery the related Mortgage Loan Files to determine the characteristics of the Mortgage Loans which shall affect the Federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review. The Purchaser and the Seller acknowledge and agree that the purpose of Sections 4(aa), 5(g), 6(r), 9(b), 29(a)(iv) and 28(c) of this Agreement shall constitute an acknowledgment is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the Issuer rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that they intend required under the Securities Act). The Seller acknowledges that interpretations of the assignment and transfer herein contemplated constitute a sale and assignment outrightrequirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller agrees to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or comply with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan requests made by the IssuerPurchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Noteholders Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the Certificateholder good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s rightany Subservicer, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to an Auto Loan Purchase be necessary in order to effect such compliance. The Purchaser (including any of its assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and Sale Agreement as a result of a breach of representation or warranty by reasonably limiting such requests to information required, in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the SellerPurchaser’s rightreasonable judgment, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments comply with respect to items (i) through (viii)Regulation AB.

Intention of the Parties. (a) The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i1) the Initial Receivables and the Subsequent Receivables and all moneys received thereon after the Initial Cutoff Date or the related Subsequent Cutoff Date;, as applicable, (ii2) the Initial Other Conveyed Property and the Subsequent Other Conveyed Property conveyed to Purchaser by Seller, including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; , (iiib) any proceeds and the right to receive any proceeds with respect to the Initial Receivables and the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables and the Subsequent Receivables; , (ivc) any proceeds from any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement or Agreement, (d) any proceeds from any Receivable repurchased by a Third-Party Lender, pursuant to an Auto Loan Purchase and Sale Agreement; , as a result of a breach of representation or warranty in the related Auto Loan Purchase and Sale Agreement, (ve) all rights under any Service Contracts on the related Financed Vehicles; , (vif) the related Receivable Files; Receivables Files and (viig) the proceeds of any and all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement;foregoing, (viii3) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments Instruments, and (e) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (i1) through and (vii2); , and (ix4) all proceeds and investments with respect to items (i1), (2), and (3) through above. (viii)b) This Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”):") (ia) the Receivables and all moneys received thereon after the Cutoff Date; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (ivd) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ve) all rights under any Service Contracts on the related Financed Vehicles; (vif) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viiig) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ia) through (viif); and (ixh) all proceeds and investments with respect to items (ia) through (viiig).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the EFIT Receivables and the EFIT Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the EFIT Receivables and the EFIT Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Agreement Collateral”): (i1) the EFIT Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the EFIT Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the EFIT Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the EFIT Receivables; (iv4) any proceeds from any EFIT Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or a Third-Party Direct Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Auto Loan Purchase and Sale Direct Lender Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii7) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).

Intention of the Parties. The execution and delivery It is the intention of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer contemplated herein contemplated and by the Conveyances shall constitute (and shall be construed and treated for all purposes, other than for U.S. federal, state, or local income Tax purposes, as) a true and complete sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposesWellbore Interests as described in the Conveyances, conveying good title Defensible Title thereto from Seller to Issuer free and clear of any LiensEncumbrances, from other than Permitted Encumbrances (rather than the Seller grant of a security interest to the Issuersecure a debt or other obligation of Seller), and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title title, and interest in and to the following property for the benefit of the Wellbore Interests vested in Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, at Closing and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables prior to any and all moneys received thereon after the Cutoff Date; rights arising thereafter of all other Persons (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables including lien creditors, secured lenders, purchasers, and any other Person) claiming by or through Seller. However, Seller hereby grants to Issuer a first priority perfected security interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s 's right, title and interest in its rights in, to and benefits, but none of its obligations or burdens, under the Purchase Wellbore Interests assigned to Issuer pursuant to the Conveyances in case such Conveyances are deemed to be a pledge to secure a loan (in spite of the express intent of the Parties). Contemporaneously with Closing, Seller shall execute, acknowledge and deliver to Issuer a Precautionary Wellbore Interest Deed of Trust, Mortgage, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement, substantially in the form attached hereto as Exhibit G (a "Precautionary Mortgage") describing the Wellbore Interests as collateral, and such Precautionary Mortgage shall be recorded in the local land records where the Xxxxx are located. Promptly following the written request of Seller at any time after the Closing and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Precautionary Mortgage and Conveyances, Issuer shall (at the cost and expense of Seller’s (a) Accountsdeliver such releases and similar instruments as are reasonably requested by Seller for purposes of evidencing that the Precautionary Mortgage is not, (b) Chattel Paperor is no longer, (c) Documentsan Encumbrance on or affecting any Excluded Asset or, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)applicable, any Repurchased Interest.

Intention of the Parties. The execution and delivery It is the express intent of this Agreement each of the parties hereto that the transactions hereunder shall constitute an acknowledgment absolute and irrevocable assignments (by way of capital contribution) of the Devices and the Related Customer Leases by each Originator to its Related Lessee (such that the Devices and the Related Customer Leases, other than those, if any, subsequently (i) repurchased by the Seller and Originators pursuant to the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, terms of the Receivables and Other Conveyed PropertyTransaction Documents or (ii) distributed to the Originators pursuant to Sections 2.6, for non-tax purposes2.7, conveying good title thereto free and clear 2.8 or 2.9, would not be property of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the SellerOriginator’s estate in the event of any Originator’s bankruptcy). As a bankruptcyprotective measure in the event that, reorganizationnotwithstanding the foregoing, arrangement, insolvency or liquidation proceeding, the conveyance of the Devices and the Related Customer Leases to the Lessees is recharacterized by any third party as a pledge or other proceeding under any federal or state bankruptcy or similar lawgrant of security securing a loan, or the occurrence of another similar event, each Originator does hereby grant to its Related Lessee as of, or with respect to (x) in the Seller. In case of the event that such conveyance is determined to be made as security for a loan made by the IssuerLease Closing Date Devices and Lease Closing Date Customer Leases, the Noteholders or Lease Closing Date, (y) in the Certificateholder to the Sellercase of each Upgraded Device and Upgraded Customer Lease, the Seller hereby grants to Upgrade Date for the Issuer related Upgraded Device and (z) in the case of each Like-Kind Exchange Device, the Like-Kind Exchange Transfer Date for such Like-Kind Exchange Device, a security interest in all of the Sellersuch Originator’s now or hereafter existing right, title and interest in in, to and to under the following property for Devices and the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, Related Customer Leases and agrees that this Agreement shall constitute a security agreement under applicable law (collectivelyLaw. Each Originator hereby authorizes its Related Lessee, MLS and the “Sale and Servicing Agreement Collateral”): Collateral Agent or their respective designees (i) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of such Originator’s rights in the Receivables Devices and all moneys received thereon after Related Customer Leases now existing or hereafter arising in the Cutoff Date; name of such Originator and (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest extent permitted by the Servicing Agreement, to notify Customers of the Seller in such Financed Vehicles; (iii) any proceeds assignment of the Devices and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer Related Customer Leases pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)hereto.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller Transferor and the Issuer Transferee that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposesAssets, conveying good title thereto free and clear of any Liens, from the Seller Transferor to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the SellerTransferee. In the event that such conveyance is determined to be made as security for a loan made by the IssuerTransferee to Transferor, the Noteholders or the Certificateholder to the Seller, the Seller Transferor hereby grants to the Issuer Transferee a security interest in all of the SellerTransferor’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Contribution Agreement Collateral”):). (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Transferor in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv4) any proceeds from any Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or a Third-Party Direct Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Auto Loan Purchase and Sale Direct Lender Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii7) all of the SellerTransferor’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and including the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit Exeter under the Purchase Agreement; (viii8) all of the Transferor’s rights and benefits, but none of its obligations or burdens, under the Sale Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of the Representation Provider under the Sale Agreement; (9) all of the SellerTransferor’s rights and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of Exeter and the Seller under the Sale and Servicing Agreement; (10) all of the rights to all of the Transferor’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii9); and (ix11) all proceeds and investments with respect to items (i1) through (viii10).

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by Case Credit of the Case Purchased Contracts and assignment outrightthe Subsequent Case Receivables and any True Lease Equipment related to such Case Purchased Contracts or Subsequent Case Receivables, as the case may be, and not for securityas a lending transaction. The foregoing sale, of the Receivables assignment, transfer and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuerconveyance does not constitute, and that the Receivables and the Other Conveyed Property shall is not be intended to result in a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency creation or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Case Purchased Contract or any Subsequent Case Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of Case Credit or any other Person in connection with the SellerCase Purchased Contracts or the Subsequent Case Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefitting the Obligors under such Leases. In If (but only to the event extent) that such conveyance the transfer of the Case Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder Case Credit shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the Seller’s Case Credit's right, title and interest in and to the following property for Case Assets. Such security interest shall secure all of Case Credit's obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Company that each conveyance by such Originator to the Company pursuant to this Agreement shall constitute an acknowledgment of any Receivables and Related Rights, including, without limitation, all Receivables, if any, constituting “general intangibles” (as defined in the UCC), and all Related Rights be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Seller Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and the Issuer that they intend that the assignment right, title and transfer herein contemplated constitute a sale interest in and assignment outrightto such Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that certain terms used under Article 9 of the UCC as enacted in the State of New York and any other applicable jurisdiction (without distinguishing the applicable jurisdiction, “Article 9”) for secured loan transactions also apply to outright sales of receivables, including “debtor,” “secured party,” and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not for security, affect the nature of the outright sale of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from by the Seller Originators to the IssuerCompany. Thus, under the Article 9 drafting convention, the outright sale of the Receivables may be described as a transaction by which the Originators have granted to the Company a security interest in, among other things, the Receivables. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables and Related Rights, including, without limitation, any Receivables constituting “accounts” or “general intangibles” (as defined in the UCC) hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then, it is the intent of such Originator and the Company that (i) this Agreement also shall be deemed to be, and that hereby is, a security agreement within the Receivables and the Other Conveyed Property shall not be a part meaning of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect UCC; and (ii) such Originator shall be deemed to have granted to the Seller. In Company as of the event that date of this Agreement, and such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller Originator hereby grants to the Issuer Company, a security interest in in, to and under, all of the Sellersuch Originator’s right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured PartiesRelated Rights transferred or purported to be transferred hereunder, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted created by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)Originator.

Intention of the Parties. The execution (a) It is the intention of the parties hereto that, other than for federal, state and delivery local income, single business or franchise tax purposes, the transfers and assignments of the Conveyed Assets and the other Collateral on the Closing Date constitute an absolute sale of the Conveyed Assets (and the parties hereto agree to treat the transfer of the Conveyed Assets as an absolute sale rather than a secured financing for accounting purposes) such that (i) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Loan Seller any Conveyed Assets transferred by the Loan Seller to the Purchaser or disregard the separateness of the Purchaser or the Issuing Entity from the Loan Seller and (ii) the transfer of Conveyed Assets pursuant to this Agreement shall constitute an acknowledgment by comply with the Seller and the Issuer that they intend that requirements of 12 C.F.R. Section 360.6. (b) If the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables Loans and Other the other Conveyed PropertyAssets to the Purchaser pursuant to this Agreement, other than for non-federal, state and local income, single business or franchise tax purposes, conveying good title thereto free is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Loan Seller and clear the Purchaser intend that the rights and obligations of any Liens, from the Seller parties shall be established pursuant to the Issuerterms of this Agreement and the Sale and Servicing Agreement, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate that, in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar such event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuerproperty and proceeds thereof (including all Loans related property and all other Conveyed Assets), the Noteholders or the Certificateholder Loan Seller shall be deemed to have granted to the SellerPurchaser as of the Closing Date, the Seller hereby grants to the Issuer a first priority security interest in all of the Seller’s entire right, title and interest of such Person in and to such property and the following property for proceeds thereof. In such event, with respect to such property, this Agreement and the benefit of the Issuer Secured PartiesSale and Servicing Agreement, whether now owned or existing or hereafter acquired or arisingshall constitute, and this Agreement shall constitute hereby is deemed by the parties to be, a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):law. (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) DocumentsIt is the intention of the parties hereto that for federal, state and local income, single business and franchise tax purposes, the Notes will be treated as indebtedness of the Issuing Entity secured by the Collateral. It is the intention of the parties that for federal, state and local income, single business and franchise tax purposes, the Issuing Entity will not be treated as an association (dor publicly-traded partnership) Instruments and (e) General Intangibles (taxable as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)a corporation.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit Exeter under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the [Seller] Receivables and the [Seller] Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the [Seller] Receivables and the [Seller] Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Agreement Collateral”): (i1) the [Seller] Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the [Seller] Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the [Seller] Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the [Seller] Receivables; (iv4) any proceeds from any [Seller] Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii7) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement shall constitute an acknowledgment by of the Seller Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and the Issuer that they intend that the assignment all Related Rights be construed as a valid and transfer herein contemplated constitute a perfected sale and absolute assignment outright, and not for security, (without recourse except as provided herein) of the such Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Related Rights by such Originator to the Issuer, Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Other Conveyed Property shall not Buyer be a part prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the Seller’s estate parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the event UCC, and all Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence conveyance of another similar event, of, or with respect such Receivables and Related Rights that is prior to the Seller. In rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the event intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC and (ii) such conveyance is determined Originator shall be deemed to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder have granted to the SellerBuyer as of the date of this Agreement, the Seller and such Originator hereby grants to the Issuer Buyer, a security interest in in, to and under all of the Sellersuch Originator’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to: (collectively, the “Sale and Servicing Agreement Collateral”): (iA) the Receivables and the Related Rights now existing and hereafter created by such Originator transferred or purported to be transferred hereunder, (B) all moneys monies due or to become due and all amounts received thereon after the Cutoff Date; with respect thereto and (iiC) the security interests in the Financed Vehicles granted by Obligors pursuant all books and records of such Originator to the Receivables and extent related to any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)foregoing.

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement shall constitute an acknowledgment by of the Seller Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and the Issuer that they intend that the assignment all Related Rights be construed as a valid and transfer herein contemplated constitute a perfected sale and absolute assignment outright, and not for security, (without recourse except as provided herein) of the such Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Related Rights by such Originator to the Issuer, Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Other Conveyed Property shall not Buyer be a part prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the Seller’s estate parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the event UCC, and all Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence conveyance of another similar event, of, or with respect such Receivables and Related Rights that is prior to the Seller. In rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the event intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC and (ii) such conveyance is determined Originator shall be deemed to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder have granted to the SellerBuyer as of the date of this Agreement, the Seller and such Originator hereby grants to the Issuer Buyer and the Administrative Agent (as assignee of the Buyer for the benefit of the Secured Parties), a security interest in in, to and under all of the Sellersuch Originator’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to: (collectively, the “Sale and Servicing Agreement Collateral”): (iA) the Receivables and the Related Rights now existing and hereafter created by such Originator transferred or purported to be transferred hereunder, (B) all moneys monies due or to become due and all amounts received thereon after the Cutoff Date; with respect thereto and (iiC) the security interests in the Financed Vehicles granted by Obligors pursuant all books and records of such Originator to the Receivables and extent related to any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)foregoing.

Intention of the Parties. The execution (a) It is the express intent of each Originator and delivery of the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement shall constitute an acknowledgment by of the Seller and Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outrightUCC, and not for security, all Related Rights be construed as a valid and perfected sale (or contribution) and absolute assignment (without recourse except as expressly provided herein) of the such Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Related Rights by such Originator to the Issuer, Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Other Conveyed Property shall not Buyer be a part prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the Seller’s estate parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the event UCC, and all Related Rights is not construed to be both a valid and perfected sale (or contribution) and absolute assignment of such Receivables and Related Rights, and a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence conveyance of another similar event, of, or with respect such Receivables and Related Rights that is prior to the Seller. In rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the event intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC and (ii) such conveyance is determined Originator shall be deemed to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder have granted to the SellerBuyer as of the date of this Agreement, the Seller and such Originator hereby grants to the Issuer Buyer a security interest in in, to and under all of the Sellersuch Originator’s right, title and interest in and to the following property for Receivables and the benefit Related Rights now existing and hereafter created by such Originator transferred or purported to be transferred hereunder, which security interest shall secure the obligations of such Originator under this Agreement. (b) It is the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and express intent of each Party to this Agreement shall constitute a security agreement under applicable law (collectivelyto treat, the “Sale and Servicing Agreement Collateral”): for U.S. federal income tax purposes, (i) each conveyance to the Buyer by the Originators, other than the Contributing Originator, as sales of the Receivables and all moneys received thereon after Related Rights by such Originator to the Cutoff Date; Buyer; (ii) each conveyance by the security interests in the Financed Vehicles granted by Obligors pursuant Contributing Originator to the Buyer, as a contribution of the Contributed Receivables and any other interest of Related Rights by the Seller in such Financed Vehicles; Contributing Originator to the Buyer; (iii) any proceeds and to treat the right to receive proceeds with respect to Buyer as a “disregarded entity” within the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from meaning of U.S. Treasury Regulation § 301.7701 3 for U.S. federal income tax purposes that is wholly owned by a “United States person” (within the liquidation meaning of Section 7701(a)(30) of the Receivables; Code); and (iv) to treat the Subordinated Notes as indebtedness. Each Party agrees, unless otherwise required by Applicable Law, not to take any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in position inconsistent with the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)foregoing for tax reporting purposes.

Intention of the Parties. (a) The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate 's estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s 's right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”"COLLATERAL"): (i1) the Receivables and all moneys received thereon after the Cutoff Date;, (ii2) the Other Conveyed Property conveyed to Purchaser by Seller pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; , (iiib) any proceeds and the right to receive any proceeds with respect to the Receivables and the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; , (ivc) any proceeds from any Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement or Agreement, (d) any proceeds from any Receivable repurchased by a Third-Party Lender, pursuant to an Auto Loan Purchase and Sale Agreement; , as a result of a breach of representation or warranty in the related Auto Loan Purchase and Sale Agreement, (ve) all rights under any Service Contracts on the related Financed Vehicles; , (vif) the related Receivable Files;Receivables Files and (g) the proceeds of any and all of the foregoing, (vii3) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s 's (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments Instruments, and (e) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (i1) through and (vii2); , and (ix4) all proceeds and investments with respect to items (i1), (2), and (3) through above. (viii)b) This Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The execution and delivery of this Agreement [or any Subsequent Transfer Agreement] shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder Certificateholder[s] to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement [and each Subsequent Transfer Agreement] shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the [Initial] Receivables and all moneys received thereon after the [Initial] Cutoff DateDate [and the Subsequent Receivables and all moneys received thereon after the related Subsequent Cutoff Date (excluding any Supplemental Servicing Fees)]; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement [and each Subsequent Purchase Agreement], and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement [and each Subsequent Purchase Agreement]; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (i1) the [Initial] Receivables and all moneys received thereon after the [Initial] Cutoff Date [and the Subsequent Receivables and all moneys received after the applicable Subsequent Cutoff Date]; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv4) any proceeds received from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii7) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).

Intention of the Parties. The execution and delivery (a) It is the intention of this Agreement the parties hereto that each Sale made hereunder shall constitute an acknowledgment by the Seller and the Issuer that they intend that the absolute sale, contribution, assignment and or transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and not a loan, under applicable state law and federal bankruptcy law, which sale, contribution, assignment or transfer is absolute and irrevocable and provides the Purchaser with all rights of ownership of the Sale Assets, and that the Receivables beneficial interest and title to the Other Conveyed Property Sale Assets shall not be a part property of the Seller’s 's estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, ofan Insolvency Event in respect of the Seller. Neither the Seller nor the Purchaser intends the transactions contemplated hereunder to be, or with respect for any purpose to be characterized as, loans from the Purchaser to the Seller secured by such property. The absolute sale, contribution, assignment or transfer of the Sale Assets by the Seller to the Purchaser is made without recourse to the Seller. In ; provided, however, that the event that such conveyance is determined Seller shall be liable to be made as security the Purchaser for a loan all representations, warranties, indemnities and covenants made by the Issuer, the Noteholders or the Certificateholder Seller to the Seller, Purchaser pursuant to the terms of this Agreement. The Seller hereby grants agrees to note on its financial statements and in its books, records and computer files that such Sale Assets have been sold, contributed, assigned or transferred to the Issuer a security interest in all of the Seller’s right, title and interest in Purchaser and to respond to any inquiries made by third parties that the following property for ownership of such Sale Assets has been sold, contributed, assigned or transferred to the benefit Purchaser. Notwithstanding anything to the contrary set forth in this Section 2.3, if a court of competent jurisdiction determines that any Sale constitutes a loan and not an absolute sale, contribution, assignment or transfer, then the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and parties hereto intend that this Agreement shall constitute a security agreement under applicable law (collectivelyApplicable Law and that the Seller shall be deemed to have granted, and the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant Seller hereby grants, to the Receivables Purchaser a first priority lien and any other security interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s 's right, title and interest in, to and under the Sale Assets transferred by the Seller to the Purchaser, all related documents to which the Seller is a party and all proceeds of any of the foregoing, subject only to Permitted Liens. The possession by the Purchaser of such notes, instruments and other goods, money, documents, chattel paper or certificated securities shall be deemed to be "possession by or delivery to secured party" for purposes of perfecting such security interest pursuant to the UCC in force in the relevant jurisdiction (including Sections 8-301 and 9-313(c)(1) thereof). Notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under Applicable Law (except that nothing in this sentence shall cause any Person to be deemed to be an agent of the Purchaser for any purpose other than for perfection of such security interest unless, and then only to the extent, expressly appointed and authorized by the Purchaser in writing). The Purchaser and its assignees shall have, with respect to such Sale Assets and related rights, in addition to all other rights and benefits, but none of remedies available to the Purchaser and its obligations or burdens, assignees under the Purchase other Transaction Documents, all the rights and remedies of a secured party under any applicable UCC. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Sale Assets to secure a debt or other obligation, such security interest would be deemed to be a perfected security interest in favor of the Purchaser under Applicable Law and will be maintained as such throughout the delivery requirements, representations term of this Agreement. The Seller represents and warranties and warrants that the cure and repurchase obligations Sale Assets are being transferred with the intention of AmeriCredit under removing them from the Purchase Agreement;Seller's estate pursuant to Section 541 of the Bankruptcy Code. (viiib) all In connection with this Agreement, the Seller agrees to file (or cause to be filed) on or prior to the Closing Date, at its own expense, a financing statement or statements with respect to the Sale Assets transferred by the Seller hereunder from time to time meeting the requirements of applicable state law in the jurisdiction of the Seller’s (a) Accounts's organization to perfect and protect the interests of the Purchaser created hereby under the UCC against all creditors of, (b) Chattel Paperand purchasers from, the Seller, and to deliver a file-stamped copy of such financing statements or other evidence of such filings to the Purchaser as soon as reasonably practicable after its receipt thereof. (c) DocumentsThe Seller hereby authorizes the Purchaser to file and, to the fullest extent permitted by Applicable Law the Purchaser shall be permitted to file initial financing statements, continuation statements and amendments thereto and assignments thereof without the Seller's further action; provided that the description of collateral contained in such financing statements shall be limited to only Sale Assets. (d) The Seller and the Purchaser acknowledge and agree that, solely for administrative convenience, any transfer document or assignment agreement required to be executed and delivered in connection with the transfer of a Loan in accordance with the terms of the related Underlying Instruments and may reflect that the Seller (eor any third party from whom the Seller or the Purchaser may purchase a Loan) General Intangibles (as is assigning such terms are defined in the UCC) relating Loan directly to the property described Purchaser. Nothing in (i) through (vii); and (ix) all proceeds such transfer document or assignment agreement shall be deemed to impair the sales, conveyances and investments transfers of the Loans by the Seller to the Purchaser in accordance with respect to items (i) through (viii)the terms of this Agreement.

Intention of the Parties. The execution It is the intention of the parties hereto that each transfer and delivery of assignment contemplated by this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute absolute sale or contribution, or a sale and assignment outright, and not for securitycombination thereof, of the related Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, Depositor and from the Depositor to the Issuer and that the related Receivables and the Other Conveyed Property shall not be a part of the Seller’s or the Depositor’s estate or otherwise be considered property of the Seller or the Depositor in the event of a the bankruptcy, reorganizationreceivership, arrangementinsolvency, insolvency liquidation, conservatorship or liquidation proceedingsimilar proceeding relating to the Seller or the Depositor or any of their property. Except as set forth below, it is not intended that any amounts available for reimbursement of Receivables be deemed to have been pledged by the Seller to the Depositor or by the Depositor to the Issuer or the Indenture Trustee to secure a debt or other proceeding under any federal or state bankruptcy or similar law, obligation of the Seller or the occurrence of another similar event, of, or with respect to the SellerDepositor. In the event that such conveyance is determined (A) the transfers of Receivables by the Depositor or the Issuer are deemed by a court or applicable regulatory, administrative or other governmental body contrary to the express intent of the parties to constitute pledges rather than sales or contributions, or a combination thereof, of the Receivables, or (B) if amounts available now or in the future for reimbursement of any Receivables are held to be made property of the Seller or the Depositor or loans to the Seller or the Depositor, or (C) if for any reason this Agreement is held or deemed to be a financing or some other similar arrangement or agreement, then: (i) this Agreement is and shall be a security agreement within the meaning of Articles 8 and 9 of the Relevant UCC; (ii) the Issuer shall be treated as having a first priority, perfected security for interest in and to, and lien on, the Receivables transferred and assigned to the Issuer hereunder; (iii) the agreement of the Seller and the Depositor hereunder to sell, assign, convey and transfer the Receivables shall be a loan made grant by the Seller to the Depositor and by the Depositor to the Issuer of, and the Seller does hereby grant to the Depositor and the Depositor does hereby grant to the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s rightand Depositor’s property and right (including the power to convey title thereto), title title, and interest in and to the following property for the benefit of the Issuer Secured Partiesinterest, whether now owned or existing hereafter acquired, in and to the Aggregate Receivables, together with (A) all amounts payable now or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted future by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds or with respect to the Receivables and (B) any and all general intangibles consisting of, arising from claims on or relating to any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all such amounts from any Receivable repurchased time to time held or invested in accounts maintained by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all behalf of the Seller’s right, title by or on behalf of the Securitization Trusts or by the Depositor, whether in the form of cash, instruments, securities or other property (the “Receivables Related Collateral”). The possession by the Issuer or its agent of notes and such other goods, money, documents or such other items of property as constitute instruments, money, negotiable documents or chattel paper, in each case, which constitute any of the items described in the foregoing sentence, or proceeds thereof, shall be “possession by the secured party,” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest in its rights pursuant to the Relevant UCC of any applicable jurisdiction; and benefits, but none of its obligations or burdens, under the Purchase Agreementnotifications to persons holding such property, and the delivery requirementsacknowledgments, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accountsreceipts or confirmations from persons holding such property, (b) Chattel Papershall be notifications to, (c) Documentsor acknowledgments, (d) Instruments and (e) General Intangibles receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of any such terms are defined in holder for the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)purpose of perfecting such security interest under applicable law.

Intention of the Parties. The execution It is the intention of the parties hereto that the contribution and delivery the sale of this Agreement the Receivables hereunder, shall constitute an acknowledgment by sales, contributions or other outright conveyances which are absolute and irrevocable and provide Buyer with the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, full benefits of ownership of the Receivables and Other Conveyed Propertythe associated Related Security. The sale and contribution of the Receivables hereunder are made without recourse to Originator; provided, however, that (i) Originator shall be liable to Buyer for non-tax purposesall representations, conveying good title thereto free warranties, covenants and clear indemnities made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale and contribution do not constitute and are not intended to result in an assumption by Buyer or any assignee thereof of any Liensobligation of Originator or any other Person arising in connection with the Receivables, from the Seller related Contracts and/or other associated Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the conveyances of the Receivables made hereunder shall constitute sales, contributions or other outright conveyances thereof rather than loans secured thereby, Originator agrees that it will, on or prior to the Issuerdate hereof, xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Agent (as Buyer’s assignee), evidencing that Buyer owns the Receivables as provided in this Agreement and to note in its financial statements that the Receivables has been sold or contributed, to Buyer and have been further sold or pledged to the Agent. Originator authorizes Buyer or the Agent (as Buyer’s assignee) to file such financing or continuation statements, or amendments thereto or assignments thereof, and that such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership of the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)associated Related Security.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (i1) the [Initial] Receivables and all moneys received thereon after the [Initial] Cutoff Date [and the Subsequent Receivables and all moneys received after the applicable Subsequent Cutoff Date]; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv4) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii7) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).

Intention of the Parties. The execution Protection of Ownership Interest of Gotham . (a) Each of SCI and delivery Gotham intend the transactions hereunder (other than Loans made pursuant to the Inventory facility pursuant to Article III hereof) to constitute absolute and true sales of Receivables and the Related Security by SCI to Gotham providing Gotham with the full benefits of ownership thereof (including without limitation the rights (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the Purchased Receivables and Related Security), and no party hereunder intends the transactions contemplated hereunder (other than Loans made pursuant to the Inventory facility pursuant to Article III hereof) to be, or for any purpose to be characterized as, a loan from Gotham to SCI. (b) SCI agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all action that Gotham (or the Agent) may reasonably request in order to perfect or protect Gotham's interest in the Purchased Receivables and Related Security or to enable Gotham to exercise or enforce any of its rights hereunder. Without limiting the generality of the foregoing, SCI will, upon the request of Gotham (or the Agent), execute and file such financing and continuation statements or amendments thereto or assignments thereof as may be reasonably requested by Gotham (or the Agent) and xxxx its physical records and other documents with a legend describing the purchase by Gotham of the Purchased Receivables and Related Security. To the fullest extent permitted by applicable law, Gotham (or the Agent) shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without SCI's signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall constitute an acknowledgment by be sufficient as a financing statement. SCI shall neither change its name, identity or corporate structure (within the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, meaning of Section 9-402(7) of any applicable enactment of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of UCC) nor relocate its chief executive office or any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property office where Records are kept unless it shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): have: (i) the Receivables given Gotham at least 15 days prior notice thereof and all moneys received thereon after the Cutoff Date; (ii) the security interests prepared at SCI's expense and delivered to Gotham all financing statements, instruments and other documents necessary to preserve and protect Gotham's interest in the Financed Vehicles granted Purchased Receivables and Related Security or reasonably requested by Obligors pursuant Gotham (or the Agent) in connection with such change or relocation. Any filings under the UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of SCI. If SCI receives any Collections, SCI shall immediately remit such Collections to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)Servicer.

Intention of the Parties. (a) The execution and delivery of this Agreement shall will constitute an acknowledgment by the Seller Originator and the Issuer Depositor that they intend that the assignment assignments and transfer transfers herein contemplated constitute a sale sales and assignment assignments outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Originator to the Issuer, Depositor and that the Receivables and the Other Conveyed Property shall will not be a part of the Seller’s Originator's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Sellerto, Originator. In the event that If such conveyance is determined to be made as security for a loan made by Depositor, the Issuer, the Noteholders or the Certificateholder to the Seller, Originator the Seller hereby grants parties intend that Originator will have granted to the Issuer Depositor a security interest in all of the Seller’s Originator's right, title and interest interest, respectively, in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):to: (i1) the Receivables and all moneys received thereon after the Cutoff Date;, (ii2) the Other Conveyed Property conveyed to Depositor by Originator pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables Receivables, and any other interest of the Seller Depositor in such Financed Vehicles; , (iiib) any proceeds and the right to receive any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; , (ivc) any proceeds from any Receivable repurchased by the right to cause the related Dealer or a Dealer Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, respectively, as a result of a the breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; , respectively, (vd) all rights under rights, if any, to refunds for the costs of any Service Contracts on the related Financed Vehicles; , (vie) the related Receivable Files; Receivables Files and (viif) the proceeds of any and all of the Seller’s rightforegoing, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix3) all proceeds and investments with respect to items (i1) through and (viii)2) above. (b) This Agreement will constitute a security agreement under applicable law.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by CNHCA of the Purchased Contracts and assignment outrightthe Subsequent Receivables and any True Lease Equipment related to such Purchased Contracts or Subsequent Receivables, as the case may be, and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHCA under the Bankruptcy Code, reorganization(i) such Purchased Contracts, arrangementSubsequent Receivables and True Lease Equipment would not be property of CNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, insolvency (ii) the bankruptcy court would not compel the turnover of such Purchased Contracts, Subsequent Receivables and True Lease Equipment or liquidation proceedingcollections thereon by CNHCR to CNHCA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Purchased Contracts, Subsequent Receivables and True Lease Equipment not in the possession of CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Purchased Contract or any Subsequent Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHCA or any other Person in connection with the SellerPurchased Contracts or the Subsequent Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. In If (but only to the event that such conveyance extent that) the transfer of the CNHCA Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHCA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHCA’s right, title and interest in and to the following property for CNHCA Assets. Such security interest shall secure all of CNHCA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholder[s] to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (ia) the [Initial] Receivables and all moneys received thereon after the [Initial] Cutoff Date [and the Subsequent Receivables and all moneys received thereon after the applicable Subsequent Cutoff Date]; (iib) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iiic) any proceeds and the right to receive proceeds with respect to the [Initial] Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (ivd) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (ve) all rights under any Service Contracts on the related Financed Vehicles; (vif) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viiig) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (ia) through (viif); and (ixh) all proceeds and investments with respect to items (ia) through (viiig).

Intention of the Parties. The execution It is the intention of the Seller that the transfers and delivery of assignments contemplated by this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free Property pursuant to Section 2.1 and clear of any Liens, Section 2.2 from the Seller to the Issuer, Issuer and that the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of the filing of a bankruptcy, reorganization, arrangement, insolvency bankruptcy petition by or liquidation proceeding, or other proceeding against the Seller under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by that, notwithstanding the intent of the Seller and the Issuer, the Noteholders or the Certificateholder transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to the Sellerbe a sale, this Agreement shall constitute a grant of a security interest by the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured PartiesNoteholders and the Insurer, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Initial Receivables and all moneys received thereon after the Initial Cutoff Date and the Subsequent Receivables and all moneys received thereon after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Receivables Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, burdens under the Purchase Agreement and each Subsequent Purchase Agreement, including the Seller’s rights under the Purchase Agreement and each Subsequent Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement and each Subsequent Purchase Agreement;. (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii).

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by NH Credit of the NH Purchased Contracts and assignment outrightthe Subsequent NH Receivables and any True Lease Equipment, in each case, related thereto, as the case may be, and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and so that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against NH Credit under the Bankruptcy Code, reorganization(i) such NH Purchased Contracts, arrangementSubsequent NH Receivables and True Lease Equipment would not be property of NH Credit's bankruptcy estate under Section 541 of the Bankruptcy Code, insolvency (ii) the bankruptcy court would not compel the turnover of such NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment by CNHCR to NH Credit under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on the NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment not in the possession of NH Credit would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of NH Credit's bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any NH Purchased Contract or any Subsequent NH Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of NH Credit or any other Person in connection with the SellerNH Purchased Contracts or the Subsequent NH Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. In If (but only to the event extent) that such conveyance the transfer of the NH Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder NH Credit shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the Seller’s NH Credit's right, title and interest in and to the following property for NH Assets. Such security interest shall secure all of NH Credit's obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. The execution It is the express intent of theeach Originator and delivery of the Company that each conveyance by thesuch Originator to the Company pursuant to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed PropertyRelated Rights, for non-tax purposes, conveying good title thereto free be construed as a valid and clear perfected sale or contribution (as applicable) and absolute assignment (without recourse except as provided herein) of any Liens, from the Seller such Receivables and Related Rights by thesuch Originator to the Issuer, Company (rather than the grant of a security interest to secure a debt or other obligation of thesuch Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Other Conveyed Property shall not Company be a part prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through thesuch Originator. However, if, contrary to the mutual intent of the Seller’s estate parties, any conveyance of Receivables and Related Rights, including without limitation any Receivables constituting general intangibles as defined in the event UCC, is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence conveyance of another similar event, of, or with respect such Receivables and Related Rights that is prior to the Seller. In rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through theany Originator, then, it is the event intent of theeach Originator and the Company that such conveyance is determined (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC; and (ii) theeach Originator shall be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder deemed to have granted to the SellerCompany as of the date of this Agreement, the Seller and thesuch Originator hereby grants to the Issuer Company a security interest in in, to and under all of the Sellerthesuch Originator’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to: (collectively, the “Sale and Servicing Agreement Collateral”): (iA) the Receivables and the Related Rights now existing and hereafter created by thesuch Originator transferred or purported to be transferred hereunder, (B) all moneys amounts due or to become due and all amounts received thereon after the Cutoff Date; with respect thereto, (iiC) the security interests in the Financed Vehicles granted by Obligors pursuant all books and 740816958 17540157 3 records of thesuch Originator related to the Receivables and any other interest of the Seller foregoing, (D) all rights, remedies, powers, privileges, title and interest (but not obligations) of thesuch Originator in such Financed Vehicles; and to each post office box and account (iiiincluding, without limitation, all related Lock-Box Accounts) any proceeds and the right to receive which Collections or other proceeds with respect to the such Receivables from claims are sent, all amounts on any physical damagedeposit therein, credit life or disability insurance policies covering Financed Vehicles or Obligors and any related investment property acquired with any such collections or other proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are term is defined in the applicable UCC) relating to the property described in and (i) through (vii); and (ixE) all proceeds and investments with respect products of any of the foregoing to items (i) through (viii)secure all of thesuch Originator’s obligations hereunder.

Intention of the Parties. The execution (a) It is the express intention of the Parties that this Agreement replicate, in all ways possible, a direct purchase of the Transferred Assets and delivery assumption of the Assumed Liabilities by Purchaser from the Receiver. Seller’s role in this Agreement is intended to be a pass-through to synthetically recreate, by contract, the terms of such a direct purchase and assumption. Accordingly, this Agreement shall be interpreted, and the Parties agree to cooperate to take all steps necessary, to effectuate this intention. (b) Certain provisions of this Agreement shall constitute an acknowledgment by rely on Seller being able to exercise certain rights under the Seller Primary P&A Agreement on behalf of Purchaser. The Parties acknowledge and agree that (1) the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and Receiver may not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, permit such actions or may require additional agreements or undertakings from the Seller Parties prior to permitting such actions and (2) whenever possible, the Issuer, Parties agree to work with the Receiver to permit Purchaser to interface directly with the Receiver and exercise any rights directly without the involvement of Seller. The Parties acknowledge and agree that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or sole obligations with respect to such rights are: (i) to request the Seller. In the event that such conveyance is determined Receiver to be made as security for a loan made take actions on behalf of Purchaser and to reasonably cooperate if accepted by the Issuer, the Noteholders or the Certificateholder Receiver; and (ii) to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Sellerfollow Purchaser’s right, title and interest in directions as reasonably requested and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors extent permitted pursuant to this Agreement, including the Receivables and timing of any other interest of notices to the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds Receiver, with respect to actions taken on behalf of Purchaser under the Receivables from claims Primary P&A Agreement. Any costs incurred by Seller in the exercise of any rights by or on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation behalf of the Receivables; (iv) any proceeds from any Receivable repurchased Purchaser shall be reimbursed by a Dealer Purchaser pursuant to a Dealer Section 2.6 of this Agreement. Section 2.1. Bid Submission. Purchaser and Seller agree that, unless this Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating is terminated prior to the property described in (i) through (vii); and (ix) all proceeds Bid Acceptance Deadline, Seller shall submit one or more Alliance Bids to the Receiver by the Bid Acceptance Deadline, with Seller serving as the Lead Bidder and investments with respect to items (i) through (viii)Purchaser serving as an Alliance Bidder.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale and assignment outright, by CNHCA of the Purchased Contracts and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHCA under the Bankruptcy Code, reorganization(i) such Purchased Contracts would not be property of CNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, arrangement(ii) the bankruptcy court would not compel the turnover of such Purchased Contracts or collections thereon by CNHCR to CNHCA under Section 542 of the Bankruptcy Code, insolvency and (iii) the bankruptcy court would determine that payments on such Purchased Contracts not in the possession of CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Purchased Contract, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHCA or any other Person in connection with the SellerPurchased Contracts or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. In If (but only to the event that such conveyance extent that) the transfer of the Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHCA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHCA’s right, title and interest in and to the following property for Assets. Such security interest shall secure all of CNHCA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii).. Table of Contents

Intention of the Parties. It is the express intent of each Originator and the Company that each conveyance by such Originator to the Company pursuant to this Agreement of any Receivables and Related Rights, including, without limitation, all Sold Receivables, if any, be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The execution parties acknowledge that an outright sale of receivables and delivery interests in receivables is governed by Article 9 of the UCC (“Article 9”), notwithstanding that such a sale is not intended for security. The parties also acknowledge that, as a drafting convention under Article 9, terms used under Article 9 for secured transactions also apply to outright sales of receivables, including “debtor,” which applies to a seller of receivables, “secured party,” which applies to a buyer of receivables, and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not affect the nature of the outright sale hereunder of the Receivables by the Originators to the Company. Thus, under the Article 9 drafting convention, the outright sale of the Sold Receivables may be described as a transaction by which the Originators have granted to the Company a security interest in, among other things, the Sold Receivables (see UCC 1-201(b)(35) and therefore it is the intent of the parties that this Agreement shall constitute an acknowledgment by be deemed to be a “security agreement” within the Seller meaning of the UCC). However, if, contrary to the mutual intent of the parties, any conveyance hereunder of Receivables and Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through any Originator, then, it is the intent of such Originator and the Issuer Company that they intend that such Originator shall be deemed to have granted to the assignment and transfer herein contemplated constitute a sale and assignment outrightCompany as of the date of this Agreement, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller Originator hereby grants to the Issuer Company, a security interest in in, to and under, all of the Sellersuch Originator’s right, title and interest in and to the following property for the benefit each Receivable existing as of the Issuer Secured PartiesEffective Date and generated by such Originator thereafter and prior to the Purchase Termination Date and all Related Rights with respect thereto, whether now owned or existing or hereafter acquired or arising, to secure the prompt and this Agreement shall constitute complete payment of a security agreement under applicable law (collectively, loan deemed to have been made by the “Sale and Servicing Agreement Collateral”): (i) Company to such Originator in an amount equal to the Purchase Price of the Receivables and originated by such Originator, together with all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)Originator hereunder.

Intention of the Parties. a. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders Purchaser or the Certificateholder to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) 1. the Receivables and all moneys received thereon after the Cutoff Date;, as applicable, 2. the Other Conveyed Property conveyed to Purchaser by Seller pursuant to this Agreement including (iia) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; , (iiib) any proceeds and the right to receive any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the l Receivables; , net of reasonable liquidation expense, (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vic) the related Receivable Files; Receivables Files and (viid) the proceeds of any and all of the Seller’s rightforegoing, title Purchase and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Servicing Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) 3. all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments Instruments, and (e) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (i1) through and (vii2); , and (ix) 4. all proceeds and investments with respect to items (i1), (2), and (3) through (viii)above. b. This Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement shall constitute an acknowledgment by of any Receivables and Related Rights, including, without limitation, all Receivables, if any, constituting “general intangibles” (as defined in the Seller UCC), and the Issuer that they intend that the assignment all Related Rights be construed as a valid and transfer herein contemplated constitute a perfected sale and absolute assignment outright, and not for security, (without recourse except as provided herein) of the such Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Related Rights by such Originator to the Issuer, Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Other Conveyed Property shall not Buyer be a part prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the Seller’s estate parties, any conveyance of Receivables, including, without limitation, any Receivables constituting general intangibles, as defined in the event UCC, and all Related Rights, is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence conveyance of another similar event, of, or with respect such Receivables and Related Rights that is prior to the Seller. In rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the event intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC; and (ii) such conveyance is determined Originator shall be deemed to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder have granted to the SellerBuyer as of the date of this Agreement, the Seller and such Originator hereby grants to the Issuer Buyer, a security interest in in, to and under, all of the Sellersuch Originator’s right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured PartiesRelated Rights transferred or purported to be transferred hereunder, whether now owned or existing or hereafter acquired or arisingcreated by such Originator, and this Agreement which security interest shall constitute a security agreement under applicable law (collectively, secure the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit such Originator under the Purchase this Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1 (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer or Direct Lender pursuant to a the related Dealer Agreement or a Third-Party Direct Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Auto Loan Purchase and Sale Direct Lender Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit Exeter under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (viiviii); and (ix) all proceeds and investments with respect to items (i) through (viii).

Intention of the Parties. The execution and delivery of Notwithstanding paragraph 38 below, the parties intend that this Agreement constitutes a lease of the Residence with an Option to Purchase according to the terms set forth in this Agreement for the purposes of Applicable Law (excluding Federal, state and local income tax laws). Accordingly, to the extent any party seeks to recharacterize this Agreement in a court of competent jurisdiction, this provision shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, admissible evidence of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part intention of the Seller’s estate in parties that this be treated solely as a lease of the event of a bankruptcyResidence with an Option to Purchase for all purposes except Federal, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Sellerand local income tax laws. In the event that such conveyance is it was determined by a court of competent jurisdiction that this Agreement constitutes a mortgage loan or other form of financing secured by an interest in the Residence, then the parties agree that the ownership of the Residence and Property by the Landlord shall be deemed to be made as a pledge of, and grant of security for a loan made interest in, the Residence and Property by the IssuerResident to secure a debt, which debt will be equal to the Program Balance and any Related Purchase Amount, together with interest thereon from and after the date the Resident failed to make payments as required under this Agreement at the rate per annum not to exceed the rate permitted by Applicable Law. Further, this Agreement together with Xxxxxxxx’s fee title to the Residence and the Property shall constitute a security agreement, mortgage, deed of trust or other form of document creating a security interest in the Residence and the Property within the meaning of Applicable Law of the State as in effect from time to time, and in consideration for the purchase and acquisition of the Residence and the Property by the Landlord, the Noteholders or the Certificateholder to the Seller, the Seller Resident hereby grants to the Issuer Landlord a security interest in all of the SellerResident’s right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesinterest, legal or equitable, whether now owned or existing or hereafter acquired or arisingacquired, in and to the Residence and the Property and all interests of the Resident therein arising from time to time. The obligations secured by such security interest are the obligations to pay the Program Balance and any Related Purchase Amount, together with interest thereon, on demand from Landlord (which obligation Resident hereby agrees to pay to Landlord). Resident agrees to execute if required by Applicable Law, and authorizes Landlord to file and record, a memorandum of lease reflecting this Agreement and/or another security instrument (a deed of trust or mortgage, depending on the State) regarding all or any part of this Agreement and Residence and any Uniform Commercial Code financing statements as Landlord shall constitute deem appropriate in order to perfect the security interest granted hereunder; provided such memorandum of lease may be filed without the signature of Resident where permitted by Applicable Law. Upon the occurrence of an Event of Default under this Agreement, and in the event a court of competent jurisdiction shall have held that this Agreement constitutes a mortgage loan, deed of trust or other form of document creating a security agreement under applicable law (collectivelyinterest in real property, then the obligation to pay the Program Balance and any Related Purchase Amount, will at the option of the Landlord become immediately due and payable. Further, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and Landlord shall have the right to receive proceeds with respect to foreclose and force the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation sale of the Receivables; (iv) Residence and the Property by judicial proceeding, or without any proceeds from any Receivable repurchased judicial proceeding if so provided by Applicable Law. In the event a Dealer pursuant court of competent jurisdiction was to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale recharacterize this Agreement as a result mortgage, the Landlord shall be permitted to appoint a trustee with the power of sale for this purpose. Landlord may substitute a breach different person or entity as trustee if required by Applicable Law or for any other reason. Any delay in exercising this right will not constitute a waiver of representation or warranty in default by the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) Landlord. The Landlord will have the right to pursue all rights under any Service Contracts on remedies for the related Financed Vehicles; (vi) the related Receivable Files; (vii) all collection of the Seller’s rightamounts owing under this Agreement that are provided for by Applicable Law, title and interest whether or not such remedies are expressly granted in its rights and benefits, but none of its obligations or burdens, under the Purchase this Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)including without limitation foreclosure proceedings.

Intention of the Parties. The execution It is the intention of the parties hereto that each transfer and delivery of assignment contemplated by this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a absolute sale and assignment outrightor contribution, and not for securityor combination thereof, of the related Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerDepositor and an absolute sale or contribution, as applicable, of the related Receivables from the Depositor to the Issuer and that the related Receivables and the Other Conveyed Property shall not be a part of the Seller’s 's or the Depositor's estate or otherwise be considered property of the Seller or the Depositor in the event of a the bankruptcy, reorganizationreceivership, arrangementinsolvency, insolvency liquidation, conservatorship or liquidation proceedingsimilar proceeding relating to the Seller or the Depositor or any of their property. Except as set forth below, it is not intended that any amounts available for reimbursement of Receivables be deemed to have been pledged by the Seller to the Depositor or by the Depositor to the Issuer or the Indenture Trustee to secure a debt or other proceeding under any federal or state bankruptcy or similar law, obligation of the Seller or the occurrence of another similar event, of, or with respect to the SellerDepositor. In the event that such conveyance (A) the transfer of Receivables by the Seller to the Depositor or by the Depositor to the Issuer is determined deemed by a court or applicable regulatory, administrative or other governmental body contrary to the express intent of the parties to constitute a pledge rather than a sale or contribution, or a combination thereof, of the Receivables, or (B) if amounts available now or in the future for reimbursement of any Receivables are held to be made as security for property of the Seller or the Depositor or a loan made to the Seller or the Depositor, or (C) if for any reason this Agreement is held or deemed to be a financing or some other similar arrangement or agreement, then: (i) this Agreement is and shall be a security agreement within the meaning of Articles 8 and 9 of the Relevant UCC; (ii) the Issuer shall be treated as having a first priority, perfected security interest in and to, and lien on, the Receivables so transferred and assigned to the Issuer hereunder; (iii) the agreement of the Seller and the Depositor hereunder to sell, assign, convey and transfer the Receivables shall be a grant by the Seller to the Depositor and by the Depositor to the Issuer of a security interest in the Receivables Related Collateral (as defined below), in any case, whether now in existence or hereafter arising. In furtherance of the foregoing, Seller does hereby grant to the Depositor and the Depositor does hereby grant to the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right's and Depositor's, as applicable, property and right (including the power to convey title thereto), title, and interest in and to the following property for the benefit of the Issuer Secured Partiesinterest, whether now owned or existing or hereafter acquired in and to the Aggregate Receivables, together with (A) all amounts payable now or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted future by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds or with respect to the Receivables , (B) any and all general intangibles consisting of, arising from claims on or relating to any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all such amounts from any Receivable repurchased time to time held or invested in accounts maintained by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all behalf of the Seller’s right, title by or on behalf of Xxxxxxx Mac or by or on behalf of the Depositor, whether in the form of cash, instruments, securities or other property and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viiiC) all of the Seller’s moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (including “proceeds” as such terms are defined in the UCC) relating ), together with all rights of the Seller to enforce such Receivables under the Servicing Contract (the “Receivables Related Collateral”). The possession by the Issuer or its agent of notes and such other goods, money, documents or such other items of property as constitute instruments, money, negotiable documents or chattel paper, in each case, which constitute any of the items described in the foregoing sentence, or proceeds thereof, shall be “possession by the secured party,” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the property described in Relevant UCC of any applicable jurisdiction; and notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (ias applicable) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)of any such holder for the purpose of perfecting such security interest under applicable law.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by NH Credit of the NH Purchased Contracts and assignment outrightthe Subsequent NH Receivables and any True Lease Equipment, in each case, related thereto, as the case may be, and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and so that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against NH Credit under the Bankruptcy Code, reorganization(i) such NH Purchased Contracts, arrangementSubsequent NH Receivables and True Lease Equipment would not be property of NH Credit's bankruptcy estate under Section 541 of the Bankruptcy Code, insolvency (ii) the bankruptcy court would not compel the turnover of such NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment by CNHCR to NH Credit under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on the NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment not in the possession of NH Credit would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of NH Credit's bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any NH Purchased Contract or any Subsequent NH Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of NH Credit or any other Person in connection with the SellerNH Purchased Contracts or the Subsequent NH Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. In If (but only to the event extent) that such conveyance the transfer of the NH Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder NH Credit shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the Seller’s NH Credit's right, title and interest in and to the following property for NH Assets. Such security interest shall secure all of NH Credit's obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in SECTION 2.1 and SECTION 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Company that each conveyance by such Originator to the Company pursuant to this Agreement shall constitute of any Receivables and Related Rights, including, without limitation, all Receivables, if any, constituting “general intangibles” (as defined in the UCC), and all Related Rights be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that an acknowledgment outright sale of receivables and interests in receivables is governed by Article 9 of the Seller UCC as enacted in the State of New York and the Issuer states in which the parties may be organized or otherwise have a presence (without distinguishing the applicable jurisdiction, “Article 9”), notwithstanding that they intend that the assignment and transfer herein contemplated constitute such a sale and assignment outrightis not intended for security. The parties also acknowledge that, as a drafting convention under Article 9, terms used under Article 9 for secured transactions also apply to outright sales of receivables, including “debtor,” which applies to a seller of receivables, “secured party,” which applies to a buyer of receivables, and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not for security, affect the nature of the outright sale of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from by the Seller Originators to the IssuerCompany. Thus, under the Article 9 drafting convention, the outright sale of the Receivables may be described as a transaction by which the Originators have granted to the Company a security interest in, among other things, the Receivables. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables and Related Rights, including, without limitation, any Receivables constituting “accounts” or “general intangibles” (as defined in the UCC), is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and that the a conveyance of such Receivables and Related Rights that is prior to the Other Conveyed Property rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through any Originator, then, it is the intent of such Originator and the Company that (i) this Agreement also shall not be deemed to be, and hereby is, a part security agreement within the meaning of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect UCC; and (ii) such Originator shall be deemed to have granted to the Seller. In Company as of the event that date of this Agreement, and such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller Originator hereby grants to the Issuer Company, a security interest in in, to and under, all of the Sellersuch Originator’s right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured PartiesRelated Rights transferred or purported to be transferred hereunder, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted created by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)Originator.

Intention of the Parties. The execution It is the intention of the Seller that the transfers and delivery of assignments contemplated by this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free Property pursuant to Section 2.1 and clear of Section 2.2 (or any Liens, Subsequent Transfer Agreement) from the Seller to the Issuer, Issuer and that the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of the filing of a bankruptcy, reorganization, arrangement, insolvency bankruptcy petition by or liquidation proceeding, or other proceeding against the Seller under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by that, notwithstanding the intent of the Seller and the Issuer, the Noteholders transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement or the Certificateholder to the Seller, any Subsequent Transfer Agreement shall constitute a grant of a security interest by the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured PartiesNoteholders and the Insurer, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Initial Receivables and all moneys received thereon after the Initial Cutoff Date and the Subsequent Receivables and all moneys received thereon after the applicable Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement and applicable Subsequent Purchase Agreement, including the Seller’s rights under the Purchase Agreement and applicable Subsequent Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement and applicable Subsequent Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii).

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by Case Credit of the Case Purchased Contracts and assignment outrightthe Subsequent Case Receivables and any True Lease Equipment related to such Case Purchased Contracts or Subsequent Case Receivables, as the case may be, and not for securityas a lending transaction. The foregoing sale, of the Receivables assignment, transfer and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuerconveyance does not constitute, and that the Receivables and the Other Conveyed Property shall is not be intended to result in a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency creation or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Case Purchased Contract or any Subsequent Case Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of Case Credit or any other Person in connection with the SellerCase Purchased Contracts or the Subsequent Case Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. In If (but only to the event extent) that such conveyance the transfer of the Case Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder Case Credit shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the Seller’s Case Credit's right, title and interest in and to the following property for Case Assets. Such security interest shall secure all of Case Credit's obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. (a) The execution and delivery of this Agreement shall will constitute an acknowledgment by the Originator and Seller and the Issuer that they intend that the assignment assignments and transfer transfers herein contemplated constitute a sale sales and assignment assignments outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Originator to Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall will not be a part of the Seller’s Originator's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the SellerOriginator. In the event that If such conveyance is determined to be made as security for a loan made by Seller, the Issuer, the Noteholders or the Certificateholder to the Seller, Originator the parties intend that Originator will have granted to Seller hereby grants to the Issuer a security interest in all of the Seller’s Originator's right, title and interest interest, respectively, in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):to: (i1) the Receivables and all moneys received thereon after the applicable Cutoff Date;, (ii2) the Other Conveyed Property conveyed to Seller by Originator pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables Receivables, and any other interest of the Seller in such Financed Vehicles; , (iiib) any proceeds and the right to receive any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; , (ivc) any proceeds from any Receivable repurchased by the right to cause the related Dealer or a Dealer Third-Party Lender to repurchase Receivables pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, respectively, as a result of a the breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; , respectively, (vd) all rights under rights, if any, to refunds for the costs of any Service Contracts on the related Financed Vehicles; , (vie) the related Receivable Files; Receivables Files and (viif) the proceeds of any and all of the Seller’s rightforegoing, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix3) all proceeds and investments with respect to items (i1) through and (viii)2) above. (b) This Agreement will constitute a security agreement under applicable law.

Intention of the Parties. The execution It is the express intent of each Originator and delivery of the Company that each conveyance by such Originator to the Company pursuant to this Agreement shall constitute an acknowledgment by of any Receivables and Related Rights, including, without limitation, all Receivables, if any, constituting “general intangibles” (as defined in the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outrightUCC), and not for security, all Related Rights be construed as a valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of the such Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller Related Rights by such Originator to the Issuer, Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Other Conveyed Property shall not Company be a part prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the Seller’s estate parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the event UCC, and all Related Rights is not construed to be both a valid and perfected sale (or contribution) and absolute assignment of such Receivables and Related Rights, and a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence conveyance of another similar event, of, or with respect such Receivables and Related Rights that is prior to the Seller. In rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the event that intent of such conveyance is determined Originator and the Company that, (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC; and (ii) such Originator shall be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder deemed to have granted to the SellerCompany as of the date of this Agreement, the Seller and such Originator hereby grants to the Issuer Company, a security interest in in, to and under, all of the Sellersuch Originator’s right, title and interest in and to the following property for Receivables and the benefit of the Issuer Secured PartiesRelated Rights transferred or purported to be transferred hereunder, whether now owned or existing or hereafter acquired or arisingcreated by such Originator, and this Agreement which security interest shall constitute a security agreement under applicable law (collectively, secure the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit such Originator under the Purchase this Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii).

Intention of the Parties. The execution It is the intention of the parties hereto that each transfer and delivery of assignment contemplated by this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute absolute sale or contribution, or a sale and assignment outright, and not for securitycombination thereof, of the related Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, Company and that the related Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate or otherwise be considered property of the Seller in the event of a the bankruptcy, reorganizationreceivership, arrangementinsolvency, insolvency liquidation, conservatorship or liquidation proceedingsimilar proceeding relating to the Seller or any of its property. Except as set forth below, it is not intended that any amounts available for reimbursement of Receivables be deemed to have been pledged by the Seller to the Company to secure a debt or other proceeding under any federal or state bankruptcy or similar law, or the occurrence obligation of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined that (A) the transfers of Receivables by the Seller are deemed by a court or applicable regulatory, administrative or other governmental body contrary to the express intent of the parties to constitute pledges rather than sales or contributions, or a combination thereof, of the Receivables, or (B) if amounts available now or in the future for reimbursement of any Receivables are held to be made property of the Seller or loans to the Company, or (C) if for any reason this Agreement is held or deemed to be a financing or some other similar arrangement or agreement, then: (i) this Agreement is and shall be a security agreement within the meaning of Articles 8 and 9 of the Relevant UCC; (ii) the Company shall be treated as having a first priority, perfected security for interest in and to, and lien on, the Receivables transferred and assigned to the Company hereunder; (iii) the agreement of the Seller and the Company hereunder to sell, assign, convey and transfer the Receivables shall be a loan made grant by the Issuer, the Noteholders or the Certificateholder Seller to the SellerCompany of, and the Seller does hereby grants grant to the Issuer Company, a security interest in all of the Seller’s rightproperty and right (including the power to convey title thereto), title title, and interest in and to the following property for the benefit of the Issuer Secured Partiesinterest, whether now owned or existing hereafter acquired, in and to the Aggregate Receivables, together with (A) all amounts payable now or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted future by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds or with respect to the Receivables and (B) any and all general intangibles consisting of, arising from claims on or relating to any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all such amounts from any Receivable repurchased time to time held or invested in accounts maintained by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all behalf of the Seller’s right, title by or on behalf of the Securitization Trusts, whether in the form of cash, instruments, securities or other property (the “Receivables Related Collateral”). The possession by the Company or its agent of notes and such other goods, money, documents or such other items of property as constitute instruments, money, negotiable documents or chattel paper, in each case, which constitute any of the items described in the foregoing sentence, or proceeds thereof, shall be “possession by the secured party,” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest in its rights pursuant to the Relevant UCC of any applicable jurisdiction; and benefits, but none of its obligations or burdens, under the Purchase Agreementnotifications to persons holding such property, and the delivery requirementsacknowledgments, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accountsreceipts or confirmations from persons holding such property, (b) Chattel Papershall be notifications to, (c) Documentsor acknowledgments, (d) Instruments and (e) General Intangibles receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of any such terms are defined in holder for the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)purpose of perfecting such security interest under applicable law.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by Case Credit of the Case Purchased Contracts and assignment outrightthe Subsequent Case Receivables and any True Lease Equipment related to such Case Purchased Contracts or Subsequent Case Receivables, as the case may be, and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against Case Credit under the Bankruptcy Code, reorganizationsuch Case Purchased Contracts, arrangementSubsequent Case Receivables and True Lease Equipment would not be property of Case Credit's bankruptcy estate under Section 541 of the Bankruptcy Code, insolvency (ii) the bankruptcy court would not compel the turnover of such Case Purchased Contracts, Subsequent Case Receivables and True Lease Equipment or liquidation proceedingcollections thereon by CNHCR to Case Credit under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Case Purchased Contracts, Subsequent Case Receivables and True Lease Equipment not in the possession of Case Credit would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of Case Credit's bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any Case Purchased Contract or any Subsequent Case Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of Case Credit or any other Person in connection with the SellerCase Purchased Contracts or the Subsequent Case Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. In If (but only to the event extent) that such conveyance the transfer of the Case Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder Case Credit shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the Seller’s Case Credit's right, title and interest in and to the following property for Case Assets. Such security interest shall secure all of Case Credit's obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. The execution and delivery of parties to this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment transactions contemplated hereby shall be, and transfer herein contemplated constitute shall be treated as, a purchase by CNHCR and a sale by CNHICA of the [Purchased Contracts and assignment outright, the Subsequent CNHICA] Receivables and not for securityas a lending transaction, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and such that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcyfiling of a petition for relief by or against CNHICA under the Bankruptcy Code, reorganization(i) such [Purchased Contracts and Subsequent CNHICA] Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, arrangement(ii) the bankruptcy court would not compel the turnover of such [Purchased Contracts and Subsequent CNHICA] Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, insolvency and (iii) the bankruptcy court would determine that payments on such [Purchased Contracts and Subsequent CNHICA] Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, assumption by CNHCR of, any obligation or liability with respect to any [Purchased Contracts or any Subsequent CNHICA] Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Seller[Purchased Contracts or the Subsequent CNHICA] Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. In If (but only to the event that such conveyance extent that) the transfer of the Assets hereunder is determined to be made characterized by a court or other governmental authority as security for a loan made by the Issuerrather than a sale, the Noteholders or the Certificateholder CNHICA shall be deemed hereunder to the Seller, the Seller hereby grants have granted to the Issuer CNHCR a security interest in all of the SellerCNHICA’s right, title and interest in and to the following property for Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the benefit of the Issuer Secured Partiesother Basic Documents to which it is a party, whether now owned or hereafter existing or hereafter acquired arising, due or arisingto become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1 [and Section 2.2], and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)law.

Intention of the Parties. It is the intention of the parties hereto that the sale of the Purchased Receivables hereunder shall constitute a “sale of accounts”, as such term is used in Section 9-109(a) of the UCC and therefore this Agreement is intended to create a “security interest” in the Purchased Receivables within the meaning of the UCC in favor of the Purchaser. The execution Funding Seller and delivery the Purchaser intend the sales of Purchased Receivables hereunder to be considered to be “true sales” of the Purchased Receivables and Related Rights by the Funding Seller to the Purchaser that (A) shall constitute irrevocable, absolute transfers of the same by the Funding Seller to the Purchaser and (B) provide the Purchaser with the full benefits of ownership of the Purchased Receivables and Related Rights. If, notwithstanding such intent, any Purchased Receivables or Related Rights are determined to be property of the Funding Seller’s estate and the conveyance of such property hereunder shall be characterized as a loan secured by such property (any of the foregoing being referred to herein as a “Recharacterization”), then (i) this Agreement also shall be deemed to be, and hereby is, a “security agreement” within the meaning of the UCC, and (ii) the conveyance by the Funding Seller provided for in this Agreement shall constitute an acknowledgment be deemed to be a grant by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Funding Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Funding Seller hereby grants to the Issuer Purchaser, a security interest in in, to and under all of the Funding Seller’s right, title and interest in in, to and under the Purchased Receivables and Related Rights conveyed by the Funding Seller to the following property for the benefit of the Issuer Secured PartiesPurchaser, hereunder, whether now owned or hereafter existing or hereafter acquired created, to secure (1) the rights of the Purchaser hereunder, (2) a loan by the Purchaser to the Funding Seller in the amount of the Funded Amount from time to time and (3) without limiting any of the foregoing, the payment and performance of the obligations (whether monetary or arisingotherwise) from time to time owing by the Funding Seller to the Purchaser hereunder. The Funding Seller shall take such actions as may be necessary to ensure that a security interest in such Purchased Receivables will be a perfected security interest of first priority in favor of the Purchaser under the UCC and all other applicable law and shall be maintained as such throughout the term of this Agreement. If a Recharacterization were to occur, after the occurrence of any Termination Event, the Purchaser and its permitted assignees (including each of the Co-Agents, to the extent contemplated by the Onward Receivables Purchase Agreement) shall have, in addition to the rights and remedies contemplated by this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): (i) the Receivables and all moneys received thereon after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds and the right to receive proceeds with respect to other Transaction Documents, all other rights and remedies against the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors Funding Seller and any proceeds from the liquidation of the Receivables; (iv) any proceeds from any Receivable repurchased by a Dealer pursuant Originators provided to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v) all rights under any Service Contracts on the related Financed Vehicles; (vi) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, secured creditor under the Purchase AgreementUCC and other applicable law, and the delivery requirementsparties hereto agree that each remittance of Collections to the Purchaser hereunder shall be, representations and warranties and or have been, in payment of debt incurred by the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined Funding Seller in the UCC) relating to the property described in (i) through (vii); and (ix) all proceeds and investments with respect to items (i) through (viii)ordinary course of its business.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller Transferor and the Issuer Transferee that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposesAssets, conveying good title thereto free and clear of any Liens, from the Seller Transferor to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the SellerTransferee. In the event that such conveyance is determined to be made as security for a loan made by the IssuerTransferee to Transferor, the Noteholders or the Certificateholder to the Seller, the Seller Transferor hereby grants to the Issuer Transferee a security interest in all of the SellerTransferor’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Contribution Agreement Collateral”):). (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller Transferor in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv4) any proceeds from any Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or a Third-Party Direct Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Auto Loan Purchase and Sale Direct Lender Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii7) all of the SellerTransferor’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and including the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit Exeter under the Purchase Agreement; (viii8) [all of the Transferor’s rights and benefits, but none of its obligations or burdens, under the Sale Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of the Representation Provider under the Sale Agreement;] (9) all of the SellerTransferor’s rights and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of Exeter and the Seller under the Sale and Servicing Agreement; (10) all of the Transferor’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii9); and (ix11) all proceeds and investments with respect to items (i1) through (viii10).

Intention of the Parties. (a) The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate 's estates in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties intend that Seller hereby grants shall have granted to the Issuer Purchaser a security interest in all of the Seller’s 's right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement "Collateral”"): (i1) the Initial Receivables, the Subsequent Receivables and all moneys received thereon after the Initial Cutoff Date;, (ii2) the Initial Other Conveyed Property and the Subsequent Other Conveyed Property conveyed to Purchaser by Seller pursuant to this Agreement including (a) an assignment of the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables, the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; , (iiib) any proceeds and the right to receive any proceeds with respect to the Initial Receivables and the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Initial Receivables; , (ivc) any proceeds from any Initial Receivable and Subsequent Receivable repurchased by a Dealer Dealer, pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement or Agreement, (d) any proceeds from any Initial Receivable and Subsequent Receivable repurchased by a Third-Party Lender, pursuant to an Auto Loan Purchase and Sale Agreement; , as a result of a breach of representation or warranty in the related Auto Loan Purchase and Sale Agreement, (ve) all rights under any Service Contracts on the related Financed Vehicles; , (vif) the related Receivable Files;Receivables Files and (g) the proceeds of any and all of the foregoing, (vii3) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii) all of the Seller’s 's (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments Instruments, and (e) General Intangibles (as such terms are defined in the applicable UCC) relating to the property described in items (i1) through and (vii2); , and (ix4) all proceeds and investments with respect to items (i1), (2), and (3) through above. (viii)b) This Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the EFLLC Receivables and the EFLLC Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the EFLLC Receivables and the EFLLC Other Conveyed Property shall not be a part of the Seller’s estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder Certificateholders to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law arising to secure an obligation in the amount of the consideration paid for such property as described in Section 2.1(b) (collectively, the “Sale and Servicing Purchase Agreement Collateral”): (i1) the [Initial] EFLLC Receivables and all moneys received thereon after the [Initial] Cutoff Date [and the Subsequent EFLLC Receivables and all moneys received after the applicable Subsequent Cutoff Date]; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the EFLLC Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the [Initial] EFLLC Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the repossession or liquidation of the EFLLC Receivables; (iv4) any proceeds from any [Initial] EFLLC Receivable repurchased by a Dealer or Direct Lender pursuant to a Dealer Agreement or a Third-Party Direct Lender pursuant to an Auto Loan Purchase and Sale Agreement Agreement, as applicable, as a result of a breach of representation or warranty in the related such Dealer Agreement or Auto Loan Purchase and Sale Direct Lender Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (viii7) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).

Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the IssuerPurchaser, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s 's estate in the event of a the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer Purchaser a security interest in all of the Seller’s 's right, title and interest in and to the following property for the benefit of the Issuer Secured Partiesproperty, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing "Purchase Agreement Collateral”"): (i1) the Receivables and all moneys received thereon after the Cutoff Date; (ii2) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii3) any proceeds and the right to receive proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (iv4) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement; (v5) all rights under any Service Contracts on the related Financed Vehicles; (vi6) the related Receivable Files; (vii7) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; 's (viii) all of the Seller’s (ai) Accounts, (bii) Chattel Paper, (ciii) Documents, (div) Instruments and (ev) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i1) through (vii6); and (ix) 8) all proceeds and investments with respect to items (i1) through (viii7).