Common use of Purchase and Sale of Receivables Clause in Contracts

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) all right, title and interest of Seller in and to the Receivables, and all moneys received thereon [on or] after the Cutoff Date; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Purchase and Sale of Receivables. Effective as of On the Closing Date and immediately prior Date, subject to the transactions pursuant to the Indentureterms and conditions of this Agreement, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby agrees to sell, transfer, assign, set over assign and otherwise convey to the Purchaser, without recourse (subject to collectively, the obligations herein) (the "Seller “Purchased Assets"”): (i) all right, title and interest of the Seller in and to the Receivables, Receivables listed on the Schedule of Receivables (including all related Receivable Files) and all moneys received monies due thereon [on or] or paid thereunder or in respect thereof after the Cutoff Cut-off Date; (ii) all right, title and interest the right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesrelated property; (iii) the interest right of the Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies physical damage, credit life, credit disability or other insurance policies covering the Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredObligors; (iv) rebates the right of premiums relating the Seller to Insurance Policies and rebates receive payments in respect of other items such as extended warranties financed under any Dealer Recourse with respect to the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession right of the Financed Vehicle under Seller to realize upon any property (including the applicable Motor Vehicle Loan or (iiiright to receive future Net Liquidation Proceeds) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreementsthat shall have secured a Receivable; (vi) all right, title and interest the right of the Seller in any instrument or document rebates of premiums and other amounts relating to insurance policies and other items financed under the ReceivablesReceivables in effect as of the Cut-off Date; and (vii) the all proceeds of any and all of the foregoing; provided that the Seller shall not be required to deliver to the Purchaser on the Closing Date monies received in respect of the Receivables after the Cut-off Date and before the Closing Date but shall or shall cause the Servicer to deposit such monies into the Collection Account no later than the Business Day preceding the first Distribution Date. The sale, transfer, assignment, setting over and conveyance made hereunder shall foregoing sale does not constitute and is not intended to result in an any assumption by the Purchaser of any obligation of the Seller to the Obligors, the Dealers insurers or any other Person person in connection with the Receivables and the other assets and properties conveyed hereunder Receivables, Receivable Files, any insurance policies or any agreement, document agreement or instrument related theretorelating to any of them.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Purchase Agreement, the Sale and Servicing Agreement, the Trust Agreement and the Trust Insurance Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) ), the following (the "“Seller Assets"”): (ia) all right, title and interest of Seller in and to the Receivables, and all moneys monies received thereon [on or] after the Cutoff Date; (iib) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iiic) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's ’s single interest insurance policy naming Seller as an insured or the Seller Obligors or from claims under any lender’s single interest insurance policy naming Transferor as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (vd) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan Receivable or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vie) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (viif) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the express intention of Seller and Purchaser that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables and the other Seller Assets described above, conveying good title thereto free and clear of any liens, encumbrances, security interests or rights of other Persons, from Seller to Purchaser and (b) the Receivables and the other Seller Assets described above not be a part of Seller’s estate in the event of a bankruptcy or insolvency of Seller. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, Seller hereby grants, and the parties intend that Seller shall have granted to the Purchaser, a first priority perfected security interest in all of Seller’s right, title and interest in all of the items of the Seller Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under applicable law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement Agreement, and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) ), all right, title and interest of Seller in and to the Receivables, and all moneys received thereon [on or] after the Cutoff Date; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoingConveyed Assets. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the intention of the parties hereto that, other than for federal, State and local income, single business or franchise tax purposes, the transfer and assignment of the Conveyed Assets on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Seller) of the Conveyed Assets such that (i) the Conveyed Assets shall not be included in the bankruptcy estate of the Seller pursuant to 11 U.S.C. § 541, (ii) 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 Seller any Conveyed Assets transferred by the Seller to Purchaser or disregard the separateness of Purchaser or the Issuer from the Seller, and (iii) the transfer of Conveyed Assets pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale (a “Recharacterization”), Seller hereby grants, and the parties intend that Seller shall have granted to the Purchaser, a first priority perfected security interest in all of Seller’s right, title and interest in all of the Conveyed Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under Applicable Law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. In the case of any Recharacterization, each of Seller and Purchaser represents and warrants as to itself that each remittance of collections by Seller to Purchaser hereunder will have been (i) in payment of a debt incurred by Seller in the ordinary course of business or financial affairs of Seller and Purchaser and (ii) made in the ordinary course of business or financial affairs of Seller and Purchaser Effective as of the Closing Date, the Seller shall retain possession of the Receivable Files in its capacity as Custodian.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement Agreement, and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) ), all right, title and interest of Seller in and to the Receivables, and all moneys received thereon [on or] after the Cutoff Date; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoingConveyed Assets. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the intention of the parties hereto that, other than for federal, State and local income, single business or franchise tax purposes, the transfer and assignment of the Conveyed Assets on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Seller) of the Conveyed Assets such that (i) the Conveyed Assets shall not be included in the bankruptcy estate of the Seller pursuant to 11 U.S.C. § 541, (ii) 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 Seller any Conveyed Assets transferred by the Seller to Purchaser or disregard the separateness of Purchaser or the Issuer from the Seller, and (iii) the transfer of Conveyed Assets pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale (a “Recharacterization”), Seller hereby grants, and the parties intend that Seller shall have granted to the Purchaser, a first priority perfected security interest in all of Seller’s right, title and interest in all of the items of the Conveyed Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under applicable law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. In the case of any Recharacterization, each of Seller and Purchaser represents and warrants as to itself that each remittance of collections by Seller to Purchaser hereunder will have been (i) in payment of a debt incurred by Seller in the ordinary course of business or financial affairs of Seller and Purchaser and (ii) made in the ordinary course of business or financial affairs of Seller and Purchaser Effective as of the Closing Date, the Seller shall retain possession of the Receivable Files in its capacity as Custodian.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement, the Trust Agreement and the Trust Insurance Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) ), all right, title and interest of Seller in and to the Receivables, following (the “Seller Assets”): (a) the Receivables and all moneys received thereon [on or] after the Cutoff Date; (iib) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in the such Financed Vehicles and any other property that shall secure the ReceivablesVehicles; (iiic) any proceeds and the interest of Seller in any right to receive proceeds with respect to the Receivables from claims on any Insurance Policies physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the Obligors or from claims under any lender's single interest insurance policy naming liquidation of the Seller as an insuredReceivables; (ivd) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vie) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of the Seller’s right, title and interest in its rights and benefits, but none of Seller its obligations or burdens, under this Agreement, including the Seller’s rights with respect to delivery requirements, representations and warranties and the repurchase obligations of UACC under the this Agreement; (h) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in any instrument or document the UCC) relating to the Receivablesproperty described in (a) through (g); (i) all proceeds and investments with respect to items (a) through (h); and (viij) the proceeds of any and all of Seller’s right, title and interest in its rights and benefits but none of its obligations or burdens under the foregoingDealer Agreements. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the express intention of Seller and Purchaser that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables and the other Seller Assets described above, conveying good title thereto free and clear of any liens, encumbrances, security interests or rights of other Persons, from Seller to Purchaser and (b) the Receivables and the other Seller Assets described above not be a part of Seller’s estate in the event of a bankruptcy or insolvency of Seller. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, Seller hereby grants, and the parties intend that Seller shall have granted to the Purchaser, a first priority perfected security interest in all of Seller’s right, title and interest in all of the items of the Seller Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under applicable law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions.

Purchase and Sale of Receivables. Effective as (a) [Initial] Purchase. On the [Initial] Closing Date, subject to satisfaction of the Closing Date conditions specified in Article VI and the First Step [Initial] Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions pursuant to contemplated by the IndentureFurther Transfer and Servicing Agreements, if any), the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby shall sell, transfer, assign, set over assign and otherwise convey to PurchaserXXXX, without recourse (subject to the obligations herein) (the "Seller Assets"):recourse: (i) all right, title and interest of the Seller in in, to and under the [Initial] Receivables listed on the Schedule of [Initial] Receivables and all monies received thereon on and after the [Initial] Cutoff Date, exclusive of any amounts allocable to the Receivables, and all moneys received thereon [on or] after premium for physical damage collateral protection insurance required by the Cutoff DateSeller or the Servicer covering any related Financed Vehicle; (ii) all right, title and the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the [Initial] Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iii) the interest of the Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredObligors; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of the Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in recourse against Dealers on the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements[Initial] Receivables; (viv) all right, title and interest of the Seller in any instrument or document relating in, to and under the First Step [Initial] Receivables Assignment; (vi) [the right to purchase Additional Receivables during the Revolving Period at a price equal to the Receivables; Aggregate Additional Receivables Principal Balance on each applicable Distribution Date;] [and] (vii) [all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any and all of the foregoing. .] The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and property described in clauses (i) through (vii) above is not intended referred to result in an assumption by Purchaser of any obligation of Seller to herein collectively as the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto“[Initial ]Purchased Property.”

Purchase and Sale of Receivables. Effective as (a) Purchase and Sale of Receivables. Simultaneously with the transactions occurring on the Closing Date and immediately prior to the transactions pursuant to the IndentureTrust and Servicing Agreement, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby shall sell, transfer, assign, set over assign and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) (collectively, the "Seller AssetsTransferred Property"):); (i) all right, title title, and interest of the Seller in and to the Receivables, and all moneys received thereon [on or] after the Cutoff DateReceivables listed in Schedule A hereto; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any Liquidation Proceeds and any proceeds with respect to the Receivables from claims or refunds of premiums on any Insurance Policies physical damage, lender's collateral protection, credit life, disability and hospitalization insurance policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredObligors; (iv) rebates of premiums relating all property (including the right to Insurance Policies receive future Liquidation Proceeds) that secures a Receivable and rebates of other items such as extended warranties financed under the Receivables, in each case, that has been or may be acquired pursuant to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance liquidation of the related Receivable; (v) the interest of the Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant recourse to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights Dealers relating to the Receivables under Dealer AgreementsReceivables; (vi) all rightdocuments contained in the Receivable Files; (vii) all monies paid thereon, title and all monies due thereon, including Accrued Interest after the Cutoff Date (but excluding interest of Seller in any instrument or document relating paid prior to the ReceivablesClosing Date), with respect to the Receivables held by the Servicer; and (viiviii) the all proceeds of any and all of the foregoing. FORM OF PURCHASE AGREEMENT The sale, transfer, assignment, setting over and conveyance made hereunder shall Seller does not constitute and is not intended convey to result the Purchaser any interest in an assumption by Purchaser any contracts with Dealers related to any "dealer reserve" or any rights to the recapture of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related theretodealer reserve.

Purchase and Sale of Receivables. Effective as Subject to the -------------------------------- satisfaction of the Closing Date and immediately prior conditions specified in Article IV, NFC agrees to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over assign and otherwise convey to PurchaserNFRRC, without recourse (subject recourse, pursuant to a ------- -------- written assignment substantially in the obligations herein) form of Exhibit A (the "Seller AssetsInitial PA --------- Assignment"): ), and NFRRC agrees to purchase on the Closing Date and, pursuant to an assignment substantially in the form of Exhibit B (ieach, a "Subsequent --------- Transfer PA Assignment" and, together with the Initial PA Assignment, each a "PA Assignment") up to the Available Purchase Amount, on each Subsequent Transfer Date (each, a "Purchase Date"), all right, title and interest of Seller NFC in, to and under: (a) the Retail Notes, secured by one or more Financed Vehicles, that are identified in and a schedule to the PA Assignment delivered to NFRRC on such Purchase Date (the "Designated Receivables, ") and all moneys received monies paid thereon [(including Liquidation Proceeds) and due thereunder on or] and after the applicable Cutoff Date; (iib) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Designated Receivables and and, to the extent permitted by law, any other interest accessions thereto which are financed by NFC; (c) the benefits of Seller in any lease assignments with respect to the related Financed Vehicles and Vehicles; (d) any other property that shall secure proceeds from any Insurance Policies with respect to the Designated Receivables; (iiie) the interest of Seller in any proceeds from Dealer Liability with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Designated Receivables, in each case, proceeds from any International Purchase Obligations with respect to the extent the Servicer would, in accordance with its customary practices, apply such amounts Designated Receivables (subject to the Principal Balance of the related Receivable; (vlimitations set forth in Section 5.08 hereof) the interest of Seller in any and proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result Guaranties of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Designated Receivables; and (viif) the any proceeds of any the property described in clauses (a), (b) and all of (c) above (the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended property described in clauses (b) through (f) hereof are referred to result in an assumption by Purchaser of any obligation of Seller to as the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto"Related Security").

Purchase and Sale of Receivables. Effective On such date as of is acceptable to CARI and GMAC by which the Closing Date conditions specified in Article VI have bexx satisfied (and in any event immediately prior to consummation of the transactions pursuant to contemplated by the Indenture, the Sale Further Transfer and Servicing Agreement and the Trust AgreementAgreements, Seller does hereby if any), GMAC shall sell, transfer, assign, set over assign and otherwise convey to PurchaserCARI, without recourse (subject to the obligations herein) (the "Seller Assets"):recourse: (ia) all right, title and interest of Seller XXXX in, to and under the Receivables listed on the Schedule of Receivables and (i) in and to the case of Scheduled Interest Receivables, all monies due thereunder on and after the Cutoff Date and (ii) in the case of Simple Interest Receivables, all moneys monies received thereon [on or] and after the Cutoff Date, in each case exclusive of any amounts allocable to the premium for physical damage insurance force-placed by GMAC covering any related Financed Vehicle; (iib) all right, title and the interest of Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iiic) except for those Receivables originated in Wisconsin, the interest of GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or Obligors; (d) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller GMAC in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the recourse against Dealers on Receivables; and (viie) the interest of GMAC in any proceeds of any the property described in clauses (a) and all (b) above. The property described in clauses (a) through (e) above is referred to herein collectively as the "Purchased Property." It is the intention of GMAC and CARI that the transfer and assignment contemplated by this Agreemxxx shall constitute a sale of the foregoingReceivables from GMAC to CARI and the beneficial interest in and title to the Receivables shxxx not be part of GMAC's estate in the event of the filing of a bankruptcy petition by or against GMAC under any bankruptcy law. The sale, transfer, assignment, setting over and conveyance made hereunder shall foregoing sale does not constitute and is not intended to result in an any assumption by Purchaser CARI of any obligation of Seller GMAC to the Obligors, the Dealers Dealers, insurers or any xxx other Person in connection with the Receivables and the other assets and properties conveyed hereunder Receivables, any Dealer Agreements, any insurance policies or any agreement, document agreement or instrument related theretorelating to any of them.

Purchase and Sale of Receivables. Effective as (a) Subject to the terms and conditions of this Agreement (including Article III), each of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby Originators shall sell, transfer, assign, set over and otherwise convey to Purchaserconvey, without recourse (subject except as expressly provided herein), to the obligations herein) (the "Seller Assets"): (i) Purchaser, all of its present and future right, title and interest of Seller in, to and under: (i) Receivables originated by such Originator from time to time prior to but not including the date on which an Early Originator Termination occurs pursuant to and as indicated in the respective Originator Daily Report and delivered or transmitted electronically or by telecopier to the Receivables, and all moneys received thereon [Purchaser on or] after the Cutoff Dateapplicable date of sale; (ii) the Related Property; (iii) all right, title and interest Collections in respect of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates all rights (including rescission, replevin or reclamation) of premiums such Originator relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable;any Receivable or arising therefrom; and (v) the interest all proceeds of Seller or payments in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds respect of any and all of the foregoingforegoing clauses (i) through (iv) (including Collections). The saleSuch property described in the foregoing clauses (i) through (v) shall be referred to collectively herein as the "Receivable Assets" and shall be ----------------- considered to be assets that have been sold, transferred, assigned, set over and otherwise conveyed by the applicable Originator to the Purchaser upon the delivery to the Purchaser and acceptance by the Purchaser of the applicable Originator Daily Report (which Originator Daily Report shall not be signed by or on behalf of the Purchaser or any of the Originators provided that such Originator Daily Report shall be deemed accepted unless expressly rejected by the Purchaser in writing on the date of the delivery of the applicable Originator Daily Report to the Purchaser) (such date of acceptance hereinafter referred to as the "Sale Date"). --------- (b) Each of the Originators and the Purchaser hereby acknowledge and agree that it is their mutual intent that (a) every transfer of Receivable Assets to the Purchaser hereunder shall be an absolute, unconditional, "true" ---- conveyance and not a mere granting of a security interest to secure a loan to or from the Purchaser, (b) the Originators shall not retain any interest in the Receivable Assets after the sale thereof hereunder, and (c) the Receivables originated by each Originator shall not be part of such Originator's insolvency or bankruptcy estate in the event an insolvency or delinquency proceeding or a bankruptcy or other action shall be commenced or filed by or against such Originator under any insolvency or bankruptcy law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed by any relevant Governmental Authority for any reason whatsoever, whether for limited purposes or otherwise, to be a security interest granted to secure indebtedness of such Originator, such Originator shall be deemed to have granted to the Purchaser a first priority perfected security interest under Article 9 of the UCC in the applicable jurisdiction in all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, and wherever located, the Receivables originated or purchased by such Originator and the other Receivable Assets related to such Receivables and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the amounts paid hereunder, subject to the other terms and conditions of this Agreement, together with such other obligations or interests as may arise hereunder in favor of the parties hereto. (c) In connection with any transfer, assignment, setting over conveyance and sale pursuant to subsection 2.01(a), each Originator hereby agrees to record and ------------------ file, or cause to be recorded and filed, at its own expense, financing statements or other similar filings (and continuation statements with respect to such financing statements or other similar filings when applicable), (i) with respect to the Receivables and (ii) with respect to any other Receivable Assets for which an assignment or the creation of a security interest (as defined in the applicable UCC or other similar applicable laws, legislation or statute) may be perfected under the applicable UCC or other applicable laws, legislation or statute by such filing, in each case meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect and maintain the perfection of the transfer, assignment, conveyance and sale of such Receivables and any other Receivable Assets related to such Receivables to the Purchaser, and to deliver to the Purchaser (a) on or prior to the Effective Date a photocopy, certified by a Responsible Officer of such Originator to be a true and correct copy, of each such financing statement or other filing to be made on or prior to the Effective Date and (b) within ten (10) days after the Effective Date a file-stamped copy or certified statement of such financing statement (or the similar filing) or other evidence of such filing. (d) In connection with the transfer, assignment, conveyance and sale pursuant to subsection 2.01(a), each Originator agrees at its own expense, ------------------ with respect to the Receivables, that it will, as agent of the Purchaser, (A) (i) on the Effective Date and thereafter, identify on its extraction records relating to Receivables from its master database of receivables, that the Receivables and all other Receivable Assets related thereto have been transferred, assigned, conveyed and sold to the Purchaser in accordance with this Agreement and (ii) acknowledge, deliver or transmit or cause to be delivered or transmitted to the Company and Master Servicer an Originator Daily Report containing at least the information specified in Schedule 1 hereto as to ---------- all such Receivables, as of the applicable date of sale and (B) to (i) on the Effective Date and thereafter, to identify on it extraction records relating to Receivables from its master database of receivables, that all such Receivables and all other Receivable Assets related thereto have been transferred, assigned, conveyed and sold to the Purchaser in accordance with this Agreement and (ii) acknowledge, deliver or transmit or cause to be delivered or transmitted to the Purchaser and the Master Servicer an Originator Daily Report containing at least the information specified in Schedule 1 hereto as to all such Receivables, as of ---------- the applicable date of sale. (e) All Receivables purchased by the Purchaser hereunder shall be without recourse to, or any representation or warranty of any kind (express or implied) by, the Originators except as otherwise specifically provided herein. The foregoing sale, assignment, transfer and conveyance made hereunder shall does not constitute and is not intended to result in an the creation or assumption by Purchaser the Originators of any obligation of Seller to the Obligors, the Dealers Originators or any other Person person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document agreement or instrument related relating thereto, including any obligation any Obligor.

Purchase and Sale of Receivables. Effective as of the Closing Date a. SalesCo hereby acquires and immediately prior purchases from Manufacturer, and Manufacturer hereby sells, assigns, transfers and conveys to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to PurchaserSalesCo, without recourse (subject except to the obligations limited extent provided herein) (the "Seller Assets"): (i) ), all of Manufacturer’s right, title and interest of Seller in in, to and under (i) all Receivables now existing or hereafter arising from time to the Receivablestime, and all moneys received thereon [on or] after the Cutoff Date; (ii) all payment and enforcement rights (but none of the obligations) with respect to such Receivables, (iii) all Related Property in respect of such Receivables and (iv) all Collections with respect to the foregoing clauses (i), (ii) and (iii) (the payment and enforcement rights, Related Property and Collections referred to in clauses (ii), (iii) and (iv) above are hereinafter collectively referred to as the “Receivables Property”). b. On the date of creation of each newly created Receivable, all of Manufacturer’s right, title and interest in, to and under all such newly created Receivable and all Receivables Property in respect of Seller in the security interests in the Financed Vehicles granted by Obligors such Receivable shall be immediately and automatically sold, assigned, transferred and conveyed to SalesCo pursuant to Section 5.1(a) above without any further action by Manufacturer or any other Person. c. The parties to this Agreement intend that the transactions contemplated by Sections 5.1(a) and (b) shall be, and shall be treated as, purchases by SalesCo and sales by Manufacturer of the Purchased Receivables and any other interest not a lending transaction. All sales of Seller in the Financed Vehicles Receivables and any other property that Receivables Property by Manufacturer hereunder shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles be without recourse to, or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoingkind (express or implied) by Manufacturer, except as otherwise specifically provided herein. The foregoing sale, transfer, assignment, setting over transfer and conveyance made hereunder shall does not constitute and is not intended to result in an a creation or assumption by Purchaser SalesCo of any obligation of Seller to the Obligors, the Dealers Manufacturer or any other Person in connection with the Receivables, the Receivables Property or any agreement or instrument relating thereto, including any obligation to any Obligor. If this Agreement does not constitute a valid sale, assignment, transfer and conveyance of all right, title and interest of Manufacturer in, to and under the Purchased Receivables despite the intent of the parties hereto, Manufacturer hereby grants to SalesCo a “security interest” (as defined in the Uniform Commercial Code as in effect in the State of New York) in the Purchased Receivables and all proceeds thereof and the other assets parties agree that this Agreement shall constitute a security agreement under the Uniform Commercial Code in effect in New York. d. In connection with the foregoing conveyances, Manufacturer acknowledges that SalesCo may record and properties conveyed hereunder file financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables and Receivables Property now existing and hereafter acquired by SalesCo from Manufacturer meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect SalesCo’s ownership or any agreementsecurity interest in the Purchased Receivables. e. In connection with the foregoing conveyances, document Manufacturer agrees at its own expense, as agent of SalesCo, (i) to indicate on its files, books and records that the Purchased Receivables have been sold to SalesCo in accordance with this Agreement and (ii) to deliver to SalesCo or instrument a party designated by SalesCo all licenses, rights, computer programs, related theretomaterial, computer tapes, disks, cassettes and data necessary to the immediate collection of the Purchased Receivables by SalesCo.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the IndentureSecond Tier Receivables Purchase Agreement, the Sale and Servicing Agreement and the Trust AgreementIndenture, each Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (collectively, the "Seller Assets"): (i) ), all of Seller's right, title and interest of Seller in and to to: (a) the Receivables, Receivables and (i) all moneys monies received thereon [and allocable to principal on or] and after the Cutoff Date; Date and (ii) all rightmonies received thereon and allocable to interest on and after July 1, title and interest of Seller in 1998; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iiic) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredObligors; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (id) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating recourse against Dealers with respect to the Receivables under the Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (viie) the proceeds of any and all proceeds of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller Sellers to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Purchase and Sale of Receivables. Effective as (a) [Initial] Purchase. On the [Initial] Closing Date, subject to satisfaction of the Closing Date conditions specified in Article V and the First Step [Initial] Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions pursuant to contemplated by the IndentureFurther Transfer Agreements, if any), the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby shall sell, transfer, assign, set over assign and otherwise convey to PurchaserAlly Auto, without recourse (subject to the obligations herein) (the "Seller Assets"):recourse: (i) all right, title and interest of the Seller in in, to and under the [Initial] Receivables listed on the Schedule of [Initial] Receivables and all monies received thereon on and after the [Initial] Cutoff Date, exclusive of any amounts allocable to the Receivables, and all moneys received thereon [on or] after premium for physical damage collateral protection insurance required by the Cutoff DateSeller or the Servicer covering any related Financed Vehicle; (ii) all right, title and the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the [Initial] Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iii) the interest of the Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredObligors; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of the Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in recourse against Dealers on the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements[Initial] Receivables; (viv) all right, title and interest of the Seller in any instrument or document relating in, to and under the First Step [Initial] Receivables Assignment; (vi) [the right to purchase Additional Receivables during the Revolving Period at a price equal to the Receivables; Aggregate Additional Receivables Principal Balance on each applicable Distribution Date;] and (vii) [all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangible, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any and all of the foregoing]. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and property described in clauses (i) through (vii) above is not intended referred to result in an assumption by Purchaser of any obligation of Seller to herein collectively as the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto“[Initial ]Purchased Property.”

Purchase and Sale of Receivables. Effective as (a) At any time when outstanding Program Receivables exceed Two Hundred Thousand Dollars ($200,000), Bank shall thereafter sell to Marketer and Marketer shall thereafter purchase from Bank, on a daily basis, (i) 100% of the Closing Date Program Receivables in excess of Two Hundred Thousand Dollars ($200,000) and immediately prior all Non-Program Receivables related thereto, and (ii) all of Bank’s right, title and interest in and to all payments made by or on behalf of Cardholders attributable to the transactions pursuant purchased Program Receivables and the purchased Non-Program Receivables related thereto. For purposes hereof, the purchase price (“Purchase Price”) shall be equal to 100% of the Program Receivables in excess of Two Hundred Thousand Dollars ($200,000). With respect to Credit Card Receivables sold to Marketer under this Section 4.1 (a), Bank shall pay daily to Marketer all payments made by or on behalf of the Cardholders attributable to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller purchased Credit Card Receivables. Bank does hereby sell, transfer, assign, set over and otherwise convey to PurchaserMarketer, without recourse except as provided herein, on a daily basis, 100% of the Program Receivables in excess of Two Hundred Thousand Dollars (subject to $200,000), all Non-Program Receivables related thereto, the obligations herein) (the "Seller Assets"): (i) Marketing Fee and all of Bank’s right, title and interest of Seller in and to all payments made by or on behalf of Cardholders attributable to the purchased Credit Card Receivables, and all moneys received thereon [on or] after . The parties hereto intend that the Cutoff Date; (ii) all conveyance of Bank’s right, title and interest in and to the Program Receivables and Non-Program Receivables shall constitute a sale and not a secured borrowing, including for accounting purposes. If despite such intention, a court characterizes the sale of Seller such Program Receivables and Non-Program Receivables hereunder as a loan rather than an absolute transfer, then this Agreement shall be deemed to be, and hereby is a security agreement, within the meaning of the Uniform Commercial Code in effect in any relevant jurisdiction, and Bank hereby grants to Marketer, a first priority perfected security interest in, to and under all of Bank’s right, title and interest, whether now existing or hereafter acquired or arising, in, to and under each and every Program Receivable and Non-Program Receivable required to be transferred to Marketer pursuant to this Section 4.1(a) and the Marketing Fee, for the purpose of securing Marketer’s rights under this Agreement. (b) No later than 1:00 p.m. (Eastern Time) on each Banking Day, Bank shall notify by facsimile transmission the Chief Financial Officer or such officer’s designee at Marketer of the amount due to or owed by Marketer for transactions pursuant to Section 4.1 (a) above (the “Settlement Amount”). For purposes of this Agreement, Banking Day shall mean a day that Bank is open for business and excluding Saturdays, Sundays and legal holidays. Payments due for any day shall be made by the appropriate party by wire transfer no later than 4:00 p.m. (Eastern Time), unless Bank is late in notifying Marketer of the Settlement Amount due for any day, in which case the appropriate party shall use all reasonable efforts to send the wire transfer within the time period set forth above or as soon thereafter as possible, but in any event no later than 1:00 p.m. (Eastern Time) of the next Banking Day following Marketer’s receipt of notice from Bank. In the event the wire transfer of the full Purchase Price due is not received by Bank by 3:00 p.m. (Eastern Time) of the next Banking Day following Marketer’s receipt of notice from Bank, Bank may immediately access the Letter of Credit for such past due amount. The delay until 3:00 p.m. (Eastern Time) of the next Banking Day shall only apply to the first day’s failure to receive the full Purchase Price due within a 6-month period and does not apply to any subsequent day’s failure within such 6-month period. For any subsequent day’s failure within such 6-month period Bank shall be entitled to immediately access the Letter of Credit for the past due amount, plus a fee of ten thousand dollars ($10,000). The party receiving payment shall promptly notify the party sending payment by facsimile transmission if any such required payment is not received when due and shall use reasonable efforts to provide such notice to the party sending payment by 5:30 p.m. (Eastern Time) of the due date but in no event shall such notice be given later than 12:30 p.m. (Eastern Time) of Banking Day following said due date. (c) In the event Marketer has reason to dispute the accuracy of the Settlement Amount reported by Bank for any day, Marketer shall promptly so notify Bank, but such notice shall not affect either party’s obligation for timely payment of the Settlement Amount as noticed by Bank. In the event it is determined that Marketer was correct in disputing the accuracy of the Settlement Amount for a given day, or if Bank shall fail for any other reason to properly remit the Settlement Amount due for any given day to Marketer, Bank shall promptly remit to Marketer the amount due Marketer with interest thereon computed at the rate of three (3) percentage points above the Prime Rate in effect on the date said sum was first due. If Marketer shall fail for any reason to remit to Bank the Settlement Amount due for any given day, then Marketer shall promptly remit to Bank the amount due Bank with interest thereon from the date such sum was due until the date the Settlement Amount is paid computed at the rate of three (3) percentage points above the Prime Rate in effect on the date said sum was first due. However, if Marketer makes a payment under this provision and Bank uses the Letter of Credit to satisfy the Purchase Price due then Bank shall have the right to retain such duplicate payment by Marketer as security for Marketer’s obligations under this Agreement until Bank has received written confirmation from the bank issuing the Letter of Credit (the “Letter of Credit Bank”) that the amount of the Letter of Credit has been reinstated, by a total amount corresponding to Marketer’s duplicate payment, and, upon receipt of such confirmation, Bank shall promptly remit to Marketer (i) the amount due Marketer and (ii) if Bank’s remittance is made more than one Banking Day following the receipt by Bank of such confirmation, with (A) interest thereon computed at the rate of three (3) percentage points above the Prime Rate in effect on the date said sum was paid in duplicate, for each full Banking day between (x) and including the date Bank received confirmation of the reinstatements of the Letter of Credit and (y) the date of Bank’s remittance, or (B) $100, whichever is greater. If Marketer fails on any given day to pay the Purchase Price indicated by Bank, as provided hereunder, even in the security interests event Marketer disputes such amount, and such failure is not cured within five (5) Banking Days from the date Marketer receives notification of nonpayment, Bank may (but need not and without waiver of its rights), in addition to any other rights and remedies it may have, upon notice to Marketer, sell to any third party any interest in the Financed Vehicles granted by Obligors pursuant Program Receivables that Marketer failed to the Receivables and purchase; provided, however, that Bank shall not sell any other interest of Seller in the Financed Vehicles and any other property that Credit Card Receivables until it shall secure have utilized all funds available under the Receivables;Letter of Credit to purchase Program Receivables for Marketer’s account. (iiid) Bank shall remain the interest owner of Seller in all Credit Card Accounts, notwithstanding any proceeds sale of any Credit Card Receivables to Marketer or a third party, under this Section 4.1. Neither Marketer nor any third party shall be deemed to have assumed any obligations of Bank with respect to the Credit Card Accounts by virtue of any purchase of an interest in Credit Card Receivables from claims on hereunder. Except as otherwise provided in this Agreement, Bank shall not sell any Insurance Policies covering Financed Vehicles Credit Card Receivables or any interest therein to any third party without the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured;prior written consent of Marketer. (ive) rebates The sale of premiums relating Program Receivables and Non-Program Receivables contemplated in Section 4.1(a) hereof shall occur upon settlement therefor by or on behalf of Marketer and no additional documents shall be required by the parties to Insurance Policies and rebates of other items effect any such as extended warranties financed under sale. Notwithstanding the Receivablesforegoing, if, in each casethe reasonable judgment of either party, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables any such purchase and sale, any additional instrument, document, or certificate is required to further evidence such purchase and sale, the other assets party shall execute and properties conveyed hereunder or deliver any agreement, document or instrument related theretosuch document.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Purchase Agreement, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "“Seller Assets"”): (ia) all right, title and interest of Seller in and to the Receivables, and all moneys monies received thereon [on or] after the Cutoff Date; (iib) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iiic) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's ’s single interest insurance policy naming the Seller Transferor as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (vd) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan Loans or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vie) all right, title and interest of Seller in any instrument or document relating to the Receivables; (f) all rights but not the obligations of Seller under the Transfer Agreement; and (viig) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the express intention of Seller and Purchaser that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables and the other Seller Assets described above, conveying good title thereto free and clear of any liens, encumbrances, security interests or rights of other Persons, from Seller to Purchaser and (b) the Receivables and the other Seller Assets described above not be a part of Seller’s estate in the event of a bankruptcy or insolvency of Seller. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, Seller hereby grants, and the parties intend that Seller shall have granted to the Purchaser, a first priority perfected security interest in all of Seller’s right, title and interest in the items of the Seller Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under applicable law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale Agreement, the Purchase Agreement, the Sale and Servicing Agreement and the Trust Agreement, Seller does Originators do hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) the following (the "Seller “Originators Assets"”): (ia) all right, title and interest of Seller Originators in and to the Receivables, and all moneys monies received thereon [on or] after the Cutoff Date; (iib) all right, title and interest of Seller Originators in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller Originators in the Financed Vehicles and any other property that shall secure the Receivables; (iiic) the interest of Seller Originators in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's ’s single interest insurance policy naming the Seller Transferor as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (vd) the interest of Seller Originators in any proceeds from (i) any Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan Loans or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vie) all right, title and interest of Seller Originators in any instrument or document relating to the Receivables; and (viif) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller Originators to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the express intention of Originators and Purchaser that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables and the other Originators Assets described above, conveying good title thereto free and clear of any liens, encumbrances, security interests or rights of other Persons, from Originators to Purchaser and (b) the Receivables and the other Originators Assets described above not be a part of any Originator’s estate in the event of any Originator’s bankruptcy or insolvency. If, notwithstanding the intention of Originators and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, Originators hereby grant, and the parties intend that Originators shall have granted to the Purchaser, a first priority perfected security interest in all of Originators’ right, title and interest in the items of the Originators Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under applicable law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions.

Purchase and Sale of Receivables. Effective Subject to the conditions precedent set forth in Section 2.4, effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust AgreementIndenture, Seller Compass Auto does hereby sell, transfer, assign, set over and otherwise convey to PurchaserCompany, without recourse (subject to the obligations herein) (collectively, the "Seller Compass Auto Assets"): (i) ), all of Compass Auto's right, title and interest of Seller in and to to: (a) the Receivables, Receivables and (i) all moneys monies received thereon [and allocable to principal on or] and after the Cutoff Date; Date and (ii) all rightmonies received thereon and allocable to interest on and after July 1, title and interest of Seller in 1998; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iiic) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredObligors; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (id) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating recourse against Dealers with respect to the Receivables under Dealer Agreements; (vie) all rightthe First Tier Receivables Purchase Agreement, title and interest including the right of Compass Auto to cause a Seller in any instrument or document relating to the Receivablesrepurchase Receivables thereunder; and (viif) the proceeds of any and all proceeds of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser Company of any obligation of Seller Sellers to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Purchase and Sale of Receivables. Effective as Subject to the satisfaction of the Closing Date and immediately prior conditions specified in Article IV, NFC agrees to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over assign and otherwise convey to PurchaserNFRRC, without recourse (subject except as provided in Section 5.04), and NFRRC agrees to purchase on the obligations herein) Closing Date (the "Seller Assets"): “Purchase Date”) pursuant to a written assignment substantially in the form of Exhibit A (i) the “PA Assignment”), all right, title and interest of Seller NFC in, to and under the Retail Notes identified on the Schedule of Retail Notes to the PA Assignment delivered to NFRRC on the Purchase Date (the “Designated Receivables”) and the Related Security associated with the Designated Receivables. It is the intention of NFC and NFRRC that the transfer and assignment contemplated by this Section 2.01 shall constitute a sale of the Designated Receivables and Related Security by NFC to NFRRC and the beneficial interest in and title to the Receivablesassets conveyed pursuant to this Section 2.01 shall not be part of NFC’s estate in the event of the filing of a bankruptcy petition by or against NFC under any bankruptcy law. NFC intends to treat such transfer and assignment as a sale for accounting and tax purposes. Notwithstanding the foregoing, in the event a court of competent jurisdiction determines that such transfer and assignment did not constitute such a sale or that such sale shall for any reasons be ineffective or unenforceable or that such beneficial interest is a part of NFC’s estate (any of the foregoing, a “Recharacterization”), then (i) NFC shall be deemed to have granted to NFRRC a first priority perfected security interest in all of NFCs right title and interest in, to and under the assets conveyed pursuant to this Section 2.01, and all moneys received thereon [on or] after the Cutoff Date; NFC hereby grants such security interest and (ii) the assets conveyed pursuant to this Section 2.01 shall be deemed to include all rightrights, title powers and options (but none of the obligations, if any) of NFC under any agreement or instrument included in the assets conveyed pursuant to this Section 2.01, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of Seller the Designated Receivables included in the security interests assets conveyed pursuant to this Section 2.01 and all other monies payable under the Designated Receivables conveyed pursuant to this Section 2.01, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights, powers and options, to bring Proceedings in the Financed Vehicles granted by Obligors pursuant name of NFC or otherwise and generally to the Receivables do and any other interest of Seller in the Financed Vehicles and any other property receive anything that shall secure the Receivables; (iii) the interest of Seller in any proceeds NFC is or may be entitled to do or receive under or with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates assets conveyed pursuant to this Section 2.01. For purposes of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed grant, this Agreement shall constitute a security agreement under the ReceivablesUCC. In the case of any Recharacterization, each of NFC and NFRRC represents and warrants as to itself that each remittance of collections by NFC to NFRRC hereunder or in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from connection herewith will have been (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result in payment of a breach of representation or warranty debt incurred by NFC in the related Dealer Agreement, ordinary course of business or financial affairs of NFC and NFRRC and (ii) a default by an Obligor resulting made in the repossession ordinary course of the Financed Vehicle under the applicable Motor Vehicle Loan business or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title financial affairs of NFC and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related theretoNFRRC.

Purchase and Sale of Receivables. Effective as (a) [Initial] Purchase. On the [Initial] Closing Date, subject to satisfaction of the Closing Date conditions specified in Article VI and the First Step [Initial] Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions pursuant to contemplated by the IndentureFurther Transfer and Servicing Agreements, if any), the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby shall sell, transfer, assign, set over assign and otherwise convey to PurchaserCXXX, without recourse (subject to the obligations herein) (the "Seller Assets"):recourse: (i) all right, title and interest of the Seller in in, to and under the Receivables listed on the Schedule of [Initial] Receivables and all monies received thereon on and after the [Initial] Cutoff Date, exclusive of any amounts allocable to the Receivables, and all moneys received thereon [on or] after premium for physical damage collateral protection insurance required by the Cutoff DateSeller covering any related Financed Vehicle; (ii) all right, title and the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the [Initial] Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iii) the interest of the Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredObligors; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of the Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in recourse against Dealers on the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements[Initial] Receivables; (viv) all right, title and interest of the Seller in any instrument or document relating in, to and under the First Step [Initial] Receivables Assignment; (vi) [the right to purchase Additional Receivables during the Revolving Period at a price equal to the Receivables; andAggregate Additional Receivables Principal Balance on each applicable Distribution Date;] (vii) [all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangible, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any and all of the foregoing. ;] The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and property described in clauses (i) through (vii) above is not intended referred to result in an assumption by Purchaser of any obligation of Seller to herein collectively as the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto“[Initial ]Purchased Property.”

Purchase and Sale of Receivables. Effective as of On the Closing Date and immediately prior Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables set forth in the Schedule of Receivables and the other property relating thereto (as described below). On the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller does hereby shall, pursuant to the First-Tier Assignment, sell, transfer, assign, set over assign and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) ), all right, title and interest of Seller in the Seller, whether now owned or hereafter acquired, in, to and to under the following, collectively: (i) the Receivables; (ii) with respect to Receivables that are Actuarial Receivables, and all moneys monies due thereunder after the Cutoff Date (including Payaheads) and, with respect to Receivables that are Simple Interest Receivables, monies received thereon [on or] thereunder after the Cutoff Date; ; (iiiii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in the such Financed Vehicles and any other property that shall secure the Receivables; Vehicles; (iiiiv) the interest of Seller in any all rights to receive proceeds with respect to the Receivables from claims on any Insurance Policies physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; Obligors; (v) the interest of Seller in any all rights to receive proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating with respect to the Receivables under from recourse to Dealers thereon pursuant to the Dealer Agreements; ; (vi) all right, title and interest of Seller in any instrument or document relating the Seller's rights to the Receivable Files that relate to the Receivables; and (vii) all payments and proceeds with respect to the Receivables held by the Seller; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Receivable (other than a Receivable purchased by the Servicer or repurchased by the Seller); (ix) all rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date; and (x) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over It is the intention of the Seller and conveyance made hereunder shall not constitute the Purchaser that the transfer and is not intended to result in an assumption by Purchaser assignment of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets property described in clauses (i) through (x) of this Section 2.1(a) shall constitute a sale of the Receivables and properties conveyed hereunder such other property from the Seller to the Purchaser, conveying good title thereto free and clear of any liens, and the Receivables and such other property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any agreementbankruptcy or similar law. However, document or instrument related theretoin the event that the foregoing transfer and assignment is deemed to be a pledge, the Seller hereby grants to the Purchaser a first priority security interest in all of the Seller's right to and interest in the Receivables and other property described in the preceding paragraph to secure a loan deemed to have been made by the Purchaser to the Seller in an amount equal to the sum of the initial principal amount of the Notes plus accrued interest thereon and the Initial Certificate Balance.

Purchase and Sale of Receivables. Effective as (a) [Initial] Purchase. On the [Initial] Closing Date, subject to satisfaction of the Closing Date conditions specified in Article VI and the First Step [Initial] Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions pursuant to contemplated by the IndentureFurther Transfer and Servicing Agreements, if any), the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby shall sell, transfer, assign, set over assign and otherwise convey to PurchaserXXXX, without recourse (subject to the obligations herein) (the "Seller Assets"):recourse: (i) all right, title and interest of the Seller in in, to and under the [Initial] Receivables listed on the Schedule of [Initial] Receivables and all monies received thereon on and after the [Initial] Cutoff Date, exclusive of any amounts allocable to the Receivables, and all moneys received thereon [on or] after premium for physical damage collateral protection insurance required by the Cutoff DateSeller or the Servicer covering any related Financed Vehicle; (ii) all right, title and the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the [Initial] Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iii) the interest of the Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredObligors; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of the Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in recourse against Dealers on the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements[Initial] Receivables; (viv) all right, title and interest of the Seller in any instrument or document relating in, to and under the First Step [Initial] Receivables Assignment; (vi) [the right to purchase Additional Receivables during the Revolving Period at a price equal to the Receivables; andAggregate Additional Receivables Principal Balance on each applicable Distribution Date;] (vii) [all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangible, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any and all of the foregoing. ;] The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and property described in clauses (i) through (vii) above is not intended referred to result in an assumption by Purchaser of any obligation of Seller to herein collectively as the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto“[Initial ]Purchased Property.”

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does each of M&I Bank and PREFCO do hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse each of their respective (subject to the obligations herein) (the "Seller Purchased Assets"): (i) all right, title and interest of Seller in and to the Receivables, and all moneys received thereon [on or] after the Cutoff Date; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredobligors; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (iA) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (iiB) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iiiC) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller M&I Bank or its Affiliates or PREFCO to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the express intention of M&I Bank, PREFCO and Purchaser that (i) the assignment and transfer herein contemplated constitute a sale of the Receivables and the other Purchased Assets described above, conveying good title thereto free an clear of any Liens, encumbrances, security interests or rights of other Persons, from M&I Bank or PREFCO to Purchaser and (ii) the Receivables and the other Purchased Assets described above not be a part of M&I Bank's estate or PREFCO's estate in the event of a bankruptcy or insolvency of M&I Bank or PREFCO, respectively. If, notwithstanding the intention of M&I Bank, PREFCO and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, M&I Bank and PREFCO hereby grant, and the parties intend that M&I Bank and PREFCO shall have granted, to Purchaser a first priority perfected security interest in all of M&I Bank's and PREFCO's right, title and interest in the items of the Purchased Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under applicable law and Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement Agreement, and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) ), all right, title and interest of Seller in and to the Receivables, and all moneys received thereon [on or] after the Cutoff Date; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoingConveyed Assets. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the intention of the parties hereto that, other than for federal, State and local income, single business or franchise tax purposes, the transfer and assignment of the Conveyed Assets on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Seller) of the Conveyed Assets such that (i) the Conveyed Assets shall not be included in the bankruptcy estate of the Seller pursuant to 11 U.S.C. § 541, (ii) 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 Seller any Conveyed Assets transferred by the Seller to Purchaser or disregard the separateness of Purchaser or the Issuer from the Seller, and (iii) the transfer of Conveyed Assets pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale (a “Recharacterization”), Seller hereby grants, and the parties intend that Seller shall have granted to the Purchaser, a first priority perfected security interest in all of Seller’s right, title and interest in all of the Conveyed Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under Applicable Law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. In the case of any Recharacterization, each of Seller and Purchaser represents and warrants as to itself that each remittance of collections by Seller to Purchaser hereunder will have been (i) in payment of a debt incurred by Seller in the ordinary course of business or financial affairs of Seller and Purchaser and (ii) made in the ordinary course of business or financial affairs of Seller and Purchaser. Effective as of the Closing Date, the Seller shall retain possession of the Receivable Files in its capacity as Custodian.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement Agreement, and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) ), all right, title and interest of Seller in and to the Receivables, following (the “Seller Assets”): (a) the Receivables and all moneys received thereon [on or] after the Cutoff Date; (iib) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables, any other property securing the Receivables and any other interest of the Seller in the such Financed Vehicles and any other property that shall secure the ReceivablesVehicles; (iiic) any proceeds and the interest of Seller in any right to receive proceeds with respect to the Receivables from claims on any Insurance Policies physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the Obligors or from claims under any lender's single interest insurance policy naming liquidation of the Seller as an insuredReceivables; (ivd) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement as a result of a breach of representation or warranty in the related Dealer Agreement, ; (iie) a default by an Obligor resulting in the repossession of the Financed Vehicle all rights under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Service Agreements; (vif) the Receivable Files; (g) all rights of the Seller to service the Receivables; (h) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Seller; (i) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the California UCC) relating to the property described in (a) through (h); (j) all proceeds and investments with respect to items (a) through (i); and (k) all of Seller’s right, title and interest in its rights and benefits but none of Seller in any instrument its obligations or document relating to burdens under the Receivables; and (vii) the proceeds of any and all of the foregoingDealer Agreements. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the intention of the parties hereto that, other than for federal, State and local income, single business or franchise tax purposes, the transfer and assignment of the Seller Assets on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Seller) of the Seller Assets such that (i) the Seller Assets shall not be included in the bankruptcy estate of the Seller pursuant to 11 U.S.C. § 541, (ii) 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 Seller any Seller Assets transferred by the Seller to Purchaser or disregard the separateness of Purchaser or the Issuer from the Seller, and (iii) the transfer of Seller Assets pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale (a “Recharacterization”), Seller hereby grants, and the parties intend that Seller shall have granted to the Purchaser, a first priority perfected security interest in all of Seller’s right, title and interest in all of the items of the Seller Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under applicable law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. In the case of any Recharacterization, each of Seller and Purchaser represents and warrants as to itself that each remittance of collections by Seller to Purchaser hereunder will have been (i) in payment of a debt incurred by Seller in the ordinary course of business or financial affairs of Seller and Purchaser and (ii) made in the ordinary course of business or financial affairs of Seller and Purchaser Effective as of the Closing Date, the Seller shall retain possession of the Receivable Files in its capacity as Custodian.

Purchase and Sale of Receivables. Effective as of On the Closing Date and immediately prior Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables set forth in the Schedule of Receivables and the other property relating thereto (as described below). On the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller does hereby shall, pursuant to the First-Tier Assignment, sell, transfer, assign, set over assign and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) ), all right, title and interest of Seller in the Seller, whether now owned or hereafter acquired, in, to and to under the following, collectively: (i) the Receivables; (ii) with respect to Receivables that are Actuarial Receivables, and all moneys monies due thereunder on or after the Cutoff Date (including Payaheads) and, with respect to Receivables that are Simple Interest Receivables, monies received thereon [thereunder on or] or after the Cutoff Date; ; (iiiii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in the such Financed Vehicles and any other property that shall secure the Receivables; Vehicles; (iiiiv) the interest of Seller in any all rights to receive proceeds with respect to the Receivables from claims on any Insurance Policies physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; Obligors; (v) the interest of Seller in any all rights to receive proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating with respect to the Receivables under from recourse to Dealers thereon pursuant to the Dealer Agreements; ; (vi) all right, title and interest of Seller in any instrument or document relating the Seller's rights to the Receivable Files that relate to the Receivables; and (vii) all payments and proceeds with respect to the Receivables held by the Seller; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Receivable (other than a Receivable purchased by the Servicer or repurchased by the Seller); (ix) all rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date; and (x) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over It is the intention of the Seller and conveyance made hereunder shall not constitute the Purchaser that the transfer and is not intended to result in an assumption by Purchaser assignment of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets property described in clauses (i) through (x) of this Section 2.1(a) shall constitute a sale of the Receivables and properties conveyed hereunder such other property from the Seller to the Purchaser, conveying good title thereto free and clear of any liens, and the Receivables and such other property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any agreementbankruptcy or similar law. However, document or instrument related theretoin the event that the foregoing transfer and assignment is deemed to be a pledge, the Seller hereby grants to the Purchaser a first priority security interest in all of the Seller's right to and interest in the Receivables and other property described in the preceding paragraph to secure a loan deemed to have been made by the Purchaser to the Seller in an amount equal to the sum of the initial principal amount of the Notes plus accrued interest thereon and the Initial Certificate Balance.

Purchase and Sale of Receivables. Effective as Subject to the satisfaction of the Closing Date and immediately prior conditions specified in Article IV, NFC agrees to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over assign and otherwise convey to PurchaserNFRRC, without recourse recourse, pursuant to a written assignment substantially in the form of Exhibit A (subject an “Assignment”), and NFRRC agrees to purchase as of the obligations herein) date of this Agreement (the "Seller Assets"): (i) “Closing Date”), all right, title and interest of Seller NFC in, to and under: (a) the Retail Notes, secured by one or more Financed Vehicles, that are identified in and a schedule to the Assignment delivered to NFRRC on the Closing Date (the “Designated Receivables, ”) and all moneys received monies paid thereon [(including Liquidation Proceeds) and due thereunder on or] and after the Cutoff Date; (iib) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Designated Receivables and, to the extent permitted by law, any accessions thereto which are financed by NFC; (c) all other security interests or liens and property, if any, purporting to secure payment of such Designated Receivables, whether pursuant to a Contract related to such Designated Receivables or otherwise, together with all financing statements and security agreements describing any other interest of Seller in the Financed Vehicles and any other property that shall secure the collateral securing such Designated Receivables; (iiid) the interest benefits of Seller in any proceeds lease assignments with respect to the Receivables related Financed Vehicles; (e) any proceeds from claims on any Insurance Policies covering Financed Vehicles or with respect to the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredDesignated Receivables; (ivf) rebates of premiums relating any proceeds from Dealer Liability with respect to Insurance Policies and rebates of other items such as extended warranties financed under the Designated Receivables, in each case, proceeds from any International Purchase Obligations with respect to the extent the Servicer would, in accordance with its customary practices, apply such amounts Designated Receivables (subject to the Principal Balance limitations set forth in Section 5.08 hereof); and (g) all guaranties, letters of credit and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Designated Receivable whether pursuant to the Contract related Receivableto such Designated Receivable or otherwise (other than the International Purchase Obligations); (vh) the interest of Seller in any proceeds from all Records and Receivable Files relating to such Designated Receivables; (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result all of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all NFC’s right, title and interest of Seller in any instrument or document relating to the ReceivablesDesignated Accounts and the Designated Account Property; and (viij) the all proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and foregoing (the property described in clauses (b) through (j) hereof is not intended referred to result in an assumption by Purchaser of any obligation of Seller to as the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto“Related Security”).

Purchase and Sale of Receivables. Effective as of (a) On each Sale Date, in exchange for the Closing Date Receivables Cash Purchase Price and immediately prior subject to the transactions pursuant to the Indentureother terms and conditions of this Agreement, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby agrees to sell, transfer, assign, set over assign and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): except as provided in Sections 6.01 and 7.02), a 100% interest in (i) all right, title and interest of the Seller in and to the Receivables listed on the applicable Schedule of Receivables, all monies constituting Excess Interest Collections with respect thereto, and all other moneys received thereon [on or] and after the related Cutoff Date; ; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the such Receivables; ; (iii) the interest of the Seller in any Risk Default Insurance Proceeds and any proceeds with respect to the Receivables from claims on any Insurance Policies (including the VSI Insurance Policy) covering such Receivables, the Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; Obligors; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of the Seller in any proceeds from Dealer Recourse; and (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (viiv) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder (All of the property identified in this subsection (a) shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with "Trust Property.") (b) In consideration for the Receivables and the other assets Trust Property relating thereto sold on any Sale Date, the Purchaser shall (i) on each such date corresponding to a Closing Date for a Trust, pay to the Seller an amount equal to the Receivables Cash Purchase Price by wire transfer of immediately available funds; and properties conveyed hereunder or any agreement(ii) on each such date corresponding to a Funding Date for a Trust, document or instrument related theretocause the Trustee for such Trust to pay to the Seller from the applicable Funding Account an amount equal to the Receivables Cash Purchase Price by wire transfer of immediately available funds.

Purchase and Sale of Receivables. Effective as of the Closing Date (a) The Seller hereby sells, transfers, assigns and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaserconveys, without recourse (subject except as expressly provided herein), to the obligations herein) (the "Seller Assets"):Purchaser, all its present and future right, title and interest in, to and under: (i) all right, title Receivables reflected in the initial Daily Report provided on the Closing Date and interest of Seller in and all such Receivables thereafter arising from time to time until but not including the date an Early Termination occurs with respect to the Receivables, and all moneys received thereon [on or] after the Cutoff DateSeller; (ii) all right, title and interest the Related Security in respect of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the such Receivables; (iii) the interest all Collections in respect of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredsuch Receivables; (iv) rebates all rights (including rescission, replevin or reclamation, but none of premiums the obligations) relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related ReceivableReceivables or arising therefrom; (v) the interest all proceeds of Seller or payments in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds respect of any and all of the foregoingforegoing clauses (i) through (iv). The saleSuch property described in the foregoing clauses (i) through (v) shall be referred to herein as the "Transferred Assets." Subject to the terms and conditions set forth herein, transferthe Purchaser hereby agrees to purchase the Transferred Assets of the Seller. (b) On the date of creation of each newly created Receivable (but only so long as no Early Termination shall have occurred and be continuing with respect to such Seller), assignmentall of such Seller's right, setting title and interest in and to, all such newly created Receivables and all other Transferred Assets in respect of such Receivables shall be considered to be part of the assets that have been sold, transferred, assigned, set over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller otherwise conveyed to the Obligors, the Dealers Purchaser pursuant to paragraph (a) above without any further action by any Seller or any other Person Person. Anything herein to the contrary notwithstanding, to the extent any Seller shall not have received payment from the Purchaser of the Purchase Price for any Receivable and other related Transferred Assets in connection accordance with the terms of subsection 2.3, such Receivable and Transferred Assets shall, upon receipt by the Purchaser of notice from such Seller of such failure to receive payment, immediately and automatically be sold, assigned, transferred and reconveyed by the Purchaser to such Seller without any further action by the Purchaser or any other Person. (c) The parties to this Agreement intend that, for accounting and commercial purposes, the transactions contemplated by this subsection 2.1 hereby shall be, and shall be treated as, a purchase by the Purchaser and a sale by the Seller of the Transferred Assets and not a lending transaction. All sales of Receivables and other Transferred Assets by the other assets and properties conveyed Seller hereunder shall be without recourse to, or representation or warranty of any agreement, document or instrument related thereto.kind (express or

Purchase and Sale of Receivables. (a) Effective as of on and after the Closing Date Date, in consideration for the Purchase Price and immediately prior upon the terms and subject to the transactions pursuant conditions set forth herein, the Originator hereby sells, assigns, transfers and otherwise conveys to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to PurchaserSPE, without recourse (subject except to the obligations extent expressly Receivables Sale Agreement provided herein) (), and the "Seller Assets"): (i) SPE hereby purchases from the Originator, all of the Originator’s right, title and interest of Seller in and to all Receivables existing as of the Receivables, close of business on the Initial Cutoff Date and all moneys received thereon [Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof (collectively, the “Receivables Assets”). In accordance with the preceding sentence, on or] after the Cutoff Closing Date; (ii) , the SPE shall acquire all of the Originator’s right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant and to the Receivables and any other interest of Seller in Assets. The SPE shall be obligated to pay the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in Purchase Price for each case, to the extent the Servicer would, Receivable in accordance with its customary practicesSection 1.2. (b) It is the intention of the parties hereto that each transfer of Receivables hereunder shall constitute a true sale, apply such amounts which sale is absolute and irrevocable and provides the SPE with the full benefits of ownership of the Receivables Assets. Except for the Dilution Credits owed pursuant to Section 1.3, each transfer of Receivables Assets hereunder is made without recourse to the Principal Balance Originator for losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial or credit condition of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession inability to pay in respect of an Obligor; provided, however, that (i) the Originator shall be liable to the SPE for all representations, warranties, covenants and indemnities made by it pursuant to the terms of the Financed Vehicle under the applicable Motor Vehicle Loan or Transaction Documents to which it is a party, and (iiiii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall such transfer does not constitute and is not intended to result in an assumption by Purchaser the SPE or any assignee thereof of any obligation of Seller to the Obligors, the Dealers Originator or any other Person arising in connection with the Receivables and the other assets and properties conveyed hereunder Assets or any agreementother obligations of the Originator. In view of the intention of the parties hereto that each purchase shall constitute a true sale of Receivables Assets, document rather than a loan secured thereby, the Originator agrees that it will, on or instrument related theretoprior to the Closing Date and in accordance with Section 4.1(e)(ii), include a notation in its master data processing records relating to the Receivables to indicate that the Receivables have been sold to the SPE.

Purchase and Sale of Receivables. Effective as Subject to the satisfaction of the Closing Date conditions specified in Article IV, DNB hereby sells, transfers, assigns and immediately prior otherwise conveys to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to recourse, and the obligations herein) (the "Seller Assets"): (i) Purchaser hereby purchases from DNB, all right, title and interest in, to and under all Receivables then existing (and not previously sold, transferred, assigned or otherwise conveyed) and thereafter created and arising under the Accounts identified in the list of Seller in and Accounts (an "Account List") previously delivered to the Purchaser (such Receivables, the "Designated DNB Receivables") and all moneys received thereon [on or] after monies, due or to become due with respect thereto as of the close of the second Business Day preceding the date hereof (such as of date, the "Initial Cutoff Date; "), all Finance Charge Receivables relating to such Accounts, all proceeds of such Receivables and all Insurance Proceeds relating to such Receivables (iicollectively, the "Existing Purchased Assets"). After the Initial Cutoff Date, each newly created account (each, an "Additional Account") shall be automatically included as an "Account" hereunder and on the day of creation thereof (each, an "Addition Date") DNB shall sell, transfer, assign and otherwise convey to the Purchaser, without recourse, and the Purchaser shall purchase from DNB, all right, title and interest in, to and under all Receivables then existing and thereafter created and arising under such Accounts (collectively, with the Designated DNB Receivables, the "DNB Receivables") and all monies, due or to become due with respect thereto as of Seller in such date of creation (such as of date, the security interests in "Additional Cutoff Date"), including all Finance Charge Receivables relating to such Receivables, all proceeds of such Receivables and all Insurance Proceeds relating to such Receivables (collectively, the Financed Vehicles granted by Obligors pursuant "Subsequent Purchased Assets"; together with the Existing Purchased Assets, the "Purchased Assets"). From time to time DNB shall, at the request of the Purchaser, deliver to the Receivables Purchaser an Account List as of an agreed upon date setting forth such information regarding the Accounts and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or therein as the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related theretomay reasonably request.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller Transferor does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller AssetsTRANSFEROR ASSETS"): (i) all right, title and interest of Seller Transferor in and to the Receivables, and all moneys received thereon [on or] or after the Cutoff Date; (ii) all right, title and interest of Seller Transferor in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller Transferor in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller Transferor in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller Transferor as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller Transferor in any proceeds from (iA) any Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement as a result of a breach of representation or warranty in the related Dealer Agreement, (iiB) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan Loans or (iiiC) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (viv) all right, title and interest of Seller Transferor in any instrument or document relating to the Receivables; and (viivi) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller Transferor to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the express intention of Transferor and Purchaser that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables and the other Transferor Assets described above, conveying good title thereto free and clear of any liens, encumbrances, security interests or rights of other Persons, from Transferor to Purchaser and (b) the Receivables and the other Transferor Assets described above not be a part of Transferor's estate in the event of a bankruptcy or insolvency of Transferor. If, notwithstanding the intention of Transferor and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, Transferor hereby grants, and the parties intend that Transferor shall have granted to the Purchaser, a first priority perfected security interest in all of Transferor's right, title and interest in the items of the Transferor Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under applicable law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions.

Purchase and Sale of Receivables. Effective as Subject to the -------------------------------- satisfaction of the Closing Date and immediately prior conditions specified in Article IV, NFC agrees to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over assign and otherwise convey to PurchaserNFRRC, without recourse (subject recourse, pursuant to a ------- -------- written assignment substantially in the obligations herein) form of Exhibit A (the "Seller AssetsInitial PA --------- Assignment"): ), and NFRRC agrees to purchase on the Closing Date and, pursuant to an assignment substantially in the form of Exhibit B (ieach, a "Subsequent Transfer PA assignment" and, together with the Initial PA Assignment, each a "PA Assignment") up to the Available Purchase Amount, on each Subsequent Transfer Date (each, a "Purchase Date"), all right, title and interest of Seller NFC in, to and under: (a) the Retail Notes, secured by one or more Financed Vehicles, that are identified in and a schedule to the PA Assignment delivered to NFRRC on such Purchase Date (the "Designated Receivables, ") and all moneys received monies paid thereon [(including Liquidation Proceeds) and due thereunder on or] and after the applicable Cutoff Date; (iib) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Designated Receivables and and, to the extent permitted by law, any other interest accessions thereto which are financed by NFC; (c) the benefits of Seller in any lease assignments with respect to the related Financed Vehicles and Vehicles; (d) any other property that shall secure proceeds from any Insurance Policies with respect to the Designated Receivables; (iiie) the interest of Seller in any proceeds from Dealer Liability with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Designated Receivables, in each case, proceeds from any NITC Purchase Obligations with respect to the extent the Servicer would, in accordance with its customary practices, apply such amounts Designated Receivables (subject to the Principal Balance of the related Receivable; (vlimitations set forth in Section 5.08 hereof) the interest of Seller in any and proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result Guaranties of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Designated Receivables; and (viif) the any proceeds of any the property described in clauses (a), (b) and all of (c) above (the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended property described in clauses (b) through (f) hereof are referred to result in an assumption by Purchaser of any obligation of Seller to as the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto"Related Security").

Purchase and Sale of Receivables. Effective On such date as of is acceptable to CARI and GMAC by which the Closing Date conditions specified in Article VI have bxxx satisfied (and in any event immediately prior to consummation of the transactions pursuant to contemplated by the Indenture, the Sale Further Transfer and Servicing Agreement and the Trust AgreementAgreements, Seller does hereby if any), GMAC shall sell, transfer, assign, set over assign and otherwise convey to PurchaserCARI, without recourse (subject to the obligations herein) (the "Seller Assets"):recourse: (ia) all right, title and interest of Seller XXXC in, to and under the Receivables listed on the Schedule of Receivables and (i) in and to the case of Scheduled Interest Receivables, all monies due thereunder on and after the Cutoff Date and (ii) in the case of Simple Interest Receivables, all moneys monies received thereon [on or] and after the Cutoff Date, in each case exclusive of any amounts allocable to the premium for physical damage insurance force-placed by GMAC covering any related Financed Vehicle; (iib) all right, title and the interest of Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iiic) except for those Receivables originated in Wisconsin, the interest of GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or Obligors; (d) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller GMAC in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the recourse against Dealers on Receivables; and (viie) the interest of GMAC in any proceeds of any the property described in clauses (a) and all (b) above. The property described in clauses (a) through (e) above is referred to herein collectively as the "Purchased Property." It is the intention of GMAC and CARI that the transfer and assignment contemplated by this Agreexxxx shall constitute a sale of the foregoingReceivables from GMAC to CARI and the beneficial interest in and title to the Receivables sxxxx not be part of GMAC's estate in the event of the filing of a bankruptcy petition by or against GMAC under any bankruptcy law. The sale, transfer, assignment, setting over and conveyance made hereunder shall foregoing sale does not constitute and is not intended to result in an any assumption by Purchaser CARI of any obligation of Seller GMAC to the Obligors, the Dealers or any Dealers, insurers ox xxy other Person in connection with the Receivables and the other assets and properties conveyed hereunder Receivables, any Dealer Agreements, any insurance policies or any agreement, document agreement or instrument related theretorelating to any of them.

Purchase and Sale of Receivables. Effective On such date as of is acceptable to CARI xxx GMAC by which the Closing Date conditions specified in Article VI have been satisfied (and in any event immediately prior to consummation of the transactions pursuant to contemplated by the Indenture, the Sale Further Transfer and Servicing Agreement and the Trust AgreementAgreements, Seller does hereby if any), GMAC shall sell, transfer, assign, set over assign and otherwise convey to PurchaserCARI, without recourse (subject to the obligations herein) (the "Seller Assets"):xxthout recourse: (ia) all right, title and interest of Seller GMAC in, to and under the Receivables listed on the Schedule of Receivables and (i) in and to the case of Scheduled Interest Receivables, all monies due thereunder on and after the Cutoff Date and (ii) in the case of Simple Interest Receivables, all moneys monies received thereon [on or] and after the Cutoff Date, in each case exclusive of any amounts allocable to the premium for physical damage insurance force-placed by GMAC covering any related Financed Vehicle; (iib) all right, title and the interest of Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iiic) except for those Receivables originated in Wisconsin, the interest of GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or Obligors; (d) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller GMAC in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the recourse against Dealers on Receivables; and (viie) the interest of GMAC in any proceeds of any the property described in clauses (a) and all (b) above. The property described in clauses (a) through (e) above is referred to herein collectively as the "Purchased Property." It is the intention of GMAC and CARI xxxt the transfer and assignment contemplated by this Agreement shall constitute a sale of the foregoingReceivables from GMAC to CARI xxx the beneficial interest in and title to the Receivables shall not be part of GMAC's estate in the event of the filing of a bankruptcy petition by or against GMAC under any bankruptcy law. The sale, transfer, assignment, setting over and conveyance made hereunder shall foregoing sale does not constitute and is not intended to result in an any assumption by Purchaser of CARI xx any obligation of Seller GMAC to the Obligors, the Dealers Dealers, insurers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder Receivables, any Dealer Agreements, any insurance policies or any agreement, document agreement or instrument related theretorelating to any of them.

Purchase and Sale of Receivables. Effective On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables set forth in the related Schedule of Receivables and the other property relating thereto (as described below). Subject to satisfaction of the conditions set forth in Section 4.1, on the Closing Date Date, and immediately prior to simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller does hereby shall, pursuant to the First-Tier Assignment, sell, transfer, assign, set over assign and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) ), all right, title and interest of Seller in the Seller, whether now owned or hereafter acquired, in, to and to under the following, collectively: (i) the Receivables; (ii) with respect to Receivables that are Actuarial Receivables, and all moneys monies due thereunder after the Cutoff Date (including any Payaheads) and, with respect to Receivables that are Simple Interest Receivables, monies received thereon [on or] thereunder after the Cutoff Date; (iiiii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in the such Financed Vehicles and any other property that shall secure the ReceivablesVehicles; (iiiiv) the interest of Seller in any all rights to receive proceeds with respect to the Receivables from claims on any Insurance Policies physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related ReceivableObligors; (v) the interest of Seller in any all rights to receive proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating with respect to the Receivables under from recourse to Dealers thereon pursuant to the Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating the Seller's rights to the Receivable Files that relate to the Receivables; (vii) all payments and proceeds with respect to the Receivables held by the Seller; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Receivable (other than a Receivable purchased by the Servicer or repurchased by the Seller); (ix) all rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date; and (viix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over It is the intention of the Seller and conveyance made hereunder shall not constitute the Purchaser that the transfer and is not intended to result in an assumption by Purchaser assignment of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets property described in clauses (i) through (x) of this Section 2.1 shall constitute a sale of the Receivables and properties conveyed hereunder such other property from the Seller to the Purchaser, conveying good title thereto free and clear of any liens, and the Receivables and such other property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any agreementbankruptcy or similar law. However, document or instrument related theretoin the event that the foregoing transfer and assignment is deemed to be a pledge, the Seller hereby grants to the Purchaser a first priority security interest in all of the Seller's right to and interest in the Receivables and other property described in the preceding paragraph to secure a loan deemed to have been made by the Purchaser to the Seller in an amount equal to the sum of the initial principal amount of the Notes plus accrued interest thereon and the Initial Certificate Balance.

Purchase and Sale of Receivables. Effective as (a) [Initial] Purchase. On the [Initial] Closing Date, subject to satisfaction of the Closing Date conditions specified in Article V and the First Step [Initial] Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions pursuant to contemplated by the IndentureFurther Transfer Agreements, if any), the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby shall sell, transfer, assign, set over assign and otherwise convey to PurchaserAlly Auto, without recourse (subject to the obligations herein) (the "Seller Assets"):recourse: (i) all right, title and interest of the Seller in in, to and under the [Initial] Receivables listed on the Schedule of [Initial] Receivables and all monies received thereon on and after the [Initial] Cutoff Date, exclusive of any amounts allocable to the Receivables, and all moneys received thereon [on or] after premium for physical damage collateral protection insurance required by the Cutoff DateSeller or the Servicer covering any related Financed Vehicle; (ii) all right, title and the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the [Initial] Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iii) the interest of the Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredObligors; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of the Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in recourse against Dealers on the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements[Initial] Receivables; (viv) all right, title and interest of the Seller in any instrument or document relating in, to and under the First Step [Initial] Receivables Assignment; (vi) [the right to purchase Additional Receivables during the Revolving Period at a price equal to the Receivables; Aggregate Additional Receivables Principal Balance on each applicable Distribution Date;] and (vii) [all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangible, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any and all of the foregoing. ;] The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and property described in clauses (i) through (vii) above is not intended referred to result in an assumption by Purchaser of any obligation of Seller to herein collectively as the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto“[Initial ]Purchased Property.”

Purchase and Sale of Receivables. Effective On such date as of is acceptable to CARI and GMAC by which the Closing Date conditions specified in Article VI have bexx satisfied (and in any event immediately prior to consummation of the transactions pursuant to contemplated by the Indenture, the Sale Further Transfer and Servicing Agreement and the Trust AgreementAgreements, Seller does hereby if any), GMAC shall sell, transfer, assign, set over assign and otherwise convey to PurchaserCARI, without recourse (subject to the obligations herein) (the "Seller Assets"):recourse: (ia) all right, title and interest interxxx of Seller GMAC in, to and under the Receivables listed on the Schedule of Receivables and (i) in and to the case of Scheduled Interest Receivables, all monies due thereunder on and after the Cutoff Date and (ii) in the case of Simple Interest Receivables, all moneys monies received thereon [on or] and after the Cutoff Date, in each case exclusive of any amounts allocable to the premium for physical damage insurance force-placed by GMAC covering any related Financed Vehicle; (iib) all right, title and the interest of Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iiic) except for those Receivables originated in Wisconsin, the interest of GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or Obligors; (d) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller GMAC in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the recourse against Dealers on Receivables; and (viie) the interest of GMAC in any proceeds of any the property described in clauses (a) and all (b) above. The property described in clauses (a) through (e) above is referred to herein collectively as the "Purchased Property." It is the intention of GMAC and CARI that the transfer and assignment contemplated by this Agreement xxxll constitute a sale of the foregoingReceivables from GMAC to CARI and the beneficial interest in and title to the Receivables shxxx not be part of GMAC's estate in the event of the filing of a bankruptcy petition by or against GMAC under any bankruptcy law. The sale, transfer, assignment, setting over and conveyance made hereunder shall foregoing sale does not constitute and is not intended to result in an any assumption by Purchaser CARI of any obligation of Seller GMAC to the Obligors, the Dealers or Dealers, insurers xx any other Person in connection with the Receivables and the other assets and properties conveyed hereunder Receivables, any Dealer Agreements, any insurance policies or any agreement, document agreement or instrument related theretorelating to any of them.

Purchase and Sale of Receivables. Effective On such date as of is acceptable to CARI and GMAC by which the Closing Date conditions specified in Article VI have bxxx satisfied (and in any event immediately prior to consummation of the transactions pursuant to contemplated by the Indenture, the Sale Further Transfer and Servicing Agreement and the Trust AgreementAgreements, Seller does hereby if any), GMAC shall sell, transfer, assign, set over assign and otherwise convey to PurchaserCARI, without recourse (subject to the obligations herein) (the "Seller Assets"):recourse: (ia) all right, title and interest of Seller XXXC in, to and under the Receivables listed on the Schedule of Receivables and (i) in and to the case of Scheduled Interest Receivables, all monies due thereunder on and after the Cutoff Date and (ii) in the case of Simple Interest Receivables, all moneys monies received thereon [on or] and after the Cutoff Date, in each case exclusive of any amounts allocable to the premium for physical damage insurance force-placed by GMAC covering any related Financed Vehicle; (iib) all right, title and the interest of Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iiic) except for those Receivables originated in Wisconsin, the interest of GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or Obligors; (d) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller GMAC in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the recourse against Dealers on Receivables; and (viie) the interest of GMAC in any proceeds of any the property described in clauses (a) and all (b) above. The property described in clauses (a) through (e) above is referred to herein collectively as the "Purchased Property." It is the intention of GMAC and CARI that the transfer and assignment contemplated by this Agreexxxx shall constitute a sale of the foregoingReceivables from GMAC to CARI and the beneficial interest in and title to the Receivables sxxxx not be part of GMAC's estate in the event of the filing of a bankruptcy petition by or against GMAC under any bankruptcy law. The sale, transfer, assignment, setting over and conveyance made hereunder shall foregoing sale does not constitute and is not intended to result in an any assumption by Purchaser CARI of any obligation of Seller GMAC to the Obligors, the Dealers Dealers, insurers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder Receivables, any Dealer Agreements, any insurance policies or any agreement, document agreement or instrument related theretorelating to any of them.

Purchase and Sale of Receivables. Effective as of the Closing Date (a) The Seller hereby sells, transfers, assigns, and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaserconveys, without recourse (subject except as expressly provided herein), to the obligations herein) (the "Seller Assets"):Company, all its present and future right, title and interest in, to and under: (i) all right, title and interest of Seller in and to the Receivables, including those existing at the close of business on the Effective Date and all moneys received thereon [on or] after such Receivables thereafter arising from time to time until but not including the Cutoff Datedate an Early Termination occurs; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the ReceivablesRelated Property; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredall Collections; (iv) rebates of premiums all rights (including rescission, replevin or reclamation) relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivableany Receivable or arising therefrom; (v) the interest all proceeds of Seller or payments in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds respect of any and all of the foregoingforegoing clauses (i) through (iv) (including Collections). Such property described in the foregoing clauses (i) through (v) shall be referred to herein as the "Receivable Assets". Subject to the terms and conditions of this Agreement, the Company hereby agrees to purchase the Receivables Assets. (b) On the Effective Date and on the date of creation of each newly created Receivable (but only so long as no Early Termination shall have occurred and be continuing), all of the Seller's right, title and interest in and to (i) in the case of the Effective Date, all then existing Receivables and all other Receivable Assets in respect of such Receivables and (ii) in the case of each such date of creation, all such newly created Receivables and all other Receivable Assets in respect of such Receivables shall be considered to be part of the assets that have been sold, transferred, assigned, set over and otherwise conveyed to the Company pursuant to paragraph (a) above without any further action by the Seller or any other Person. Anything herein to the contrary notwithstanding, to the extent the Seller shall not have received payment from the Company of the Purchase Price for any Receivable and other related Receivable Assets in accordance with the terms of Section 2.03, such Receivable and Receivable Assets shall, upon receipt of notice from the Seller of such failure to receive payment, immediately and automatically be sold, assigned, transferred and reconveyed by the Company to the Seller without any further action by the Company or any other Person. (c) The parties to this Agreement intend that, for accounting and commercial purposes, the transactions contemplated by Section 2.01 hereby shall be, and shall be treated as, a purchase by the Company and a sale by the Seller of the Purchased Receivables and other Receivable Assets and not a lending transaction. All sales of Receivables and other Receivable Assets by the Seller hereunder shall be without recourse to, or representation or warranty of any kind (express or implied) by, the Seller, except as otherwise specifically provided herein. The foregoing sale, transfer, assignment, setting over transfer and conveyance made hereunder shall does not constitute and is not intended to result in an the creation or assumption by Purchaser the Company of any obligation of the Seller to the Obligors, the Dealers or any other Person in connection with the Receivables, the other Receivable Assets or any agreement or instrument relating thereto, including any obligation to any Obligor. Although it is the intent of the parties to this Agreement that the conveyance of the Seller's right, title and interest in, to and under the Receivables and other Receivable Assets pursuant to this Agreement shall constitute purchases and sales and not loans, in the event that any such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Seller hereby grants to the Company a security interest (as defined in the UCC as in effect in the States of New York and Michigan) in all of the Seller's present and future right, title and interest in, to and under the Receivables, the Related Property, all Collections, all rights (including rescission, replevin or reclamation) relating to any Receivable or arising therefrom and all proceeds or payments in respect of any of the foregoing (it is understood and agreed that the parties intend that such security interest shall be perfected and first priority upon the filing of UCC-1 financing statements with the appropriate authorities) and that this Agreement shall constitute a security agreement under applicable law in favor of the Company. (d) In connection with the foregoing conveyances, the Seller agrees to record and file, or cause to be recorded and filed, at its own expense, financing statements (and continuation statements with respect to such financing statements when applicable), (i) with respect to the Receivables now existing and hereafter acquired pursuant to this Agreement by the Company from the Seller and (ii) with respect to any other assets Receivable Assets for which a security interest may be perfected under the relevant UCC, legislation or similar statute by such filing, in each case meeting the requirements of applicable law in such manner and properties in such jurisdictions as are necessary to perfect and maintain perfection of the conveyance of such Receivables and any other Receivable Assets to the Company, and to deliver to the Company no later than 10 days after the Effective Date (i) where available, a file-stamped copy or certified statement of such financing statement or other evidence of such filing and (ii) otherwise, a photocopy, certified by a Responsible Officer to be a true and correct copy, of each such financing statement or other filing made no later than 10 days after the Effective Date. (e) In connection with the foregoing sales, transfers, assignments and conveyances, the Seller agrees at its own expense, no later than 30 days after the Effective Date with respect to the Receivables and any other similar receivables that it will, as agent of the Company, (i) indicate or cause to be indicated on the computer files (but not on individual invoices or individual collection files) relating to such Receivables and any such other receivables (by means of a general legend that will automatically appear at or near the beginning of any screen, list or print-out of such Receivables) that, unless otherwise specifically identified on such screen, list or print-out as a receivable not so sold, transferred, assigned and conveyed, all Receivables (and any such other receivables) included in such screen, list or print-out and all other Receivable Assets (and any other similar related property) have been sold, transferred, assigned and conveyed to the Company in accordance with this Agreement and (ii) deliver or transmit or cause to be delivered or transmitted to the Company a computer tape, diskette or data transmission containing at least the information specified in Schedule 1 as to all such Receivables, as of a date no later than the Cut-Off Date. (f) As further confirmation of the sale of the Receivables, but subject to Section 7.02, it is understood and agreed that the Company shall have the following rights: (i) the Company (and its assignees) shall have the right at any time to notify, or require that the Seller at its own expense notify, the respective Obligors of the Company's ownership of the Purchased Receivables and other Receivable Assets and may direct that payment of all amounts due or to become due under the Purchased Receivables be made directly to the Company or its designee; (ii) the Company (and its assignees) shall have the right to (A) xxx for collection on any Purchased Receivables or (B) sell any Purchased Receivables to any Person for a price that is acceptable to the Company. (iii) the Seller shall, upon the Company's written request and at the Seller's expense, (A) assemble all of the Seller's documents, instruments and other records (including credit files and computer tapes or disks) that (1) evidence or will evidence or record Receivables sold by the Seller and (2) are otherwise necessary or desirable to effect Collections of such Purchased Receivables (collectively, the "Documents") and (B) deliver the Documents to the Company or its designee at a place designated by the Company. In recognition of the Seller's need to have access to any Documents which may be transferred to the Company hereunder, whether as a result of its continuing business relationship with any Obligor for Receivables purchased hereunder or as a result of its responsibilities as a Servicer, the Company hereby grants to the Seller an irrevocable license to access the Documents transferred by the Seller to the Company and to access any agreementsuch transferred computer software in connection with any activity arising in the ordinary course of the Seller's business or in performance of the Seller's duties as a Servicer; provided that the Seller shall not disrupt or otherwise interfere with the Company's use of and access to the Documents and its computer software during such license period; (iv) the Seller hereby grants to the Company an irrevocable power of attorney (coupled with an interest) to take any and all steps in the Seller's name necessary or desirable, document in the reasonable opinion of the Company, to collect all amounts due under the Purchased Receivables, including, without limitation, enforcing the Purchased Receivables and exercising all rights and remedies in respect thereof and (without regard to the limitation set forth in subsection 7.02(b)) endorsing the Seller's name on checks and other instruments representing Collections; and (v) upon written request of the Company, the Seller will (A) deliver to the Company all licenses, rights, computer programs, related material, computer tapes, disks, cassettes and data necessary for the immediate collection of the Purchased Receivables by the Company, with or instrument related theretowithout the participation of the Seller (excluding software licenses which by their terms are not permitted to be so delivered; provided that the Seller shall use reasonable efforts to obtain the consent of the relevant licensor to such delivery) and (B) make such arrangements with respect to the collection of the Purchased Receivables as may be reasonably required by the Company.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller Wellx Xxxgo does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller Wellx Xxxgo Assets"): (i) all right, title and interest of Seller Wellx Xxxgo in and to the Receivables, and all moneys received thereon [on or] or after the Cutoff Date; (ii) all right, title and interest of Seller Wellx Xxxgo in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller Wellx Xxxgo in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller Wellx Xxxgo in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller Wellx Xxxgo as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller Wellx Xxxgo in any proceeds from (iA) any Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement as a result of a breach of representation or warranty in the related Dealer Agreement, (iiB) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iiiC) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller Wellx Xxxgo in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller Wellx Xxxgo to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.. It is the express intention of Wellx Xxxgo and Purchaser that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables and the other Wellx Xxxgo

Purchase and Sale of Receivables. Effective as (a) [Initial] Purchase. On the [Initial] Closing Date, subject to satisfaction of the Closing Date conditions specified in Article V and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions pursuant to contemplated by the IndentureFurther Transfer Agreements, if any), the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby shall sell, transfer, assign, set over assign and otherwise convey to PurchaserAlly Auto, without recourse (subject to the obligations herein) (the "Seller Assets"):recourse: (i) all right, title and interest of the Seller in in, to and under the [Initial] Receivables listed on the Schedule of Receivables and all monies received thereon on and after the [Initial] Cutoff Date or with respect to a Substitute Receivable, the related Substitute Cutoff Date, exclusive of any amounts allocable to the Receivables, and all moneys received thereon [on or] after premium for physical damage collateral protection insurance required by the Cutoff DateSeller or the Servicer covering any related Financed Vehicle; (ii) all right, title and the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the [Initial] Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iii) the interest of the Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies physical damage, credit life, credit disability or other insurance policies covering the related Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredObligors; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of the Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in recourse against Dealers on the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements[Initial] Receivables; (viv) all right, title and interest of the Seller in any instrument or document relating in, to and under the First Step Receivables Assignment; (vi) [the right to purchase Additional Receivables during the Revolving Period at a price equal to the Receivables; Aggregate Additional Receivables Principal Balance on each applicable Distribution Date;] and (vii) [all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing described in clauses (i) through (vi) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangible, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any and all of the foregoing]. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and property described in clauses (i) through (vii) above is not intended referred to result in an assumption by Purchaser of any obligation of Seller to herein collectively as the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto“[Initial ]Purchased Property.”

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement, the Trust Agreement and the Trust Insurance Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) ), all right, title and interest of Seller in and to the Receivables, following (the “Seller Assets”): (a) the Receivables and all moneys received thereon [on or] after the Cutoff Date; (iib) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in the such Financed Vehicles and any other property that shall secure the ReceivablesVehicles; (iiic) any proceeds and the interest of Seller in any right to receive proceeds with respect to the Receivables from claims on any Insurance Policies physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the Obligors or from claims under any lender's single interest insurance policy naming liquidation of the Seller as an insuredReceivables; (ivd) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) the related Receivable Files; (g) all of Seller’s right, (ii) a default by an Obligor resulting title and interest in the repossession its rights and benefits but none of the Financed Vehicle its obligations or burdens under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vih) all rightof the Seller’s (a) Accounts, title (b) Chattel Paper, (c) Documents, (d) Instruments and interest of Seller (e) General Intangibles (as such terms are defined in any instrument or document the UCC) relating to the Receivablesproperty described in (a) through (g); and (viii) the all proceeds of any and all of the foregoinginvestments with respect to items (a) through (h). The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the express intention of Seller and Purchaser that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables and the other Seller Assets described above, conveying good title thereto free and clear of any liens, encumbrances, security interests or rights of other Persons, from Seller to Purchaser and (b) the Receivables and the other Seller Assets described above not be a part of Seller’s estate in the event of a bankruptcy or insolvency of Seller. If, notwithstanding the intention of Seller and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, Seller hereby grants, and the parties intend that Seller shall have granted to the Purchaser, a first priority perfected security interest in all of Seller’s right, title and interest in all of the items of the Seller Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under applicable law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions.

Purchase and Sale of Receivables. (a) Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) all right, title and interest of Seller in and to the Receivables, and all moneys received thereon [on or] after the Cutoff Date; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Purchase and Sale of Receivables. Effective as of (a) Upon the Closing Date terms set forth herein, the Seller hereby sells, assigns transfers and immediately prior conveys to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to PurchaserIssuer, without recourse (subject except to the obligations limited extent provided herein) (the "Seller Assets"):), all of its right, title and interest in, to and under: (i) all right, title Designated Receivables existing on the Initial Closing Date and interest of Seller in and thereafter arising from time to time until the Receivables, and all moneys received thereon [on or] after the Cutoff Purchase Termination Date; (ii) all Related Property with respect thereto; (iii) all Collections; (iv) all payment, enforcement and other rights (including rescission, replevin or reclamation), but none of the obligations, relating to any Designated Receivable or arising therefrom; (v) the right, title and interest of the Seller in the security Dunlop Receivables Purchase Agreement, including, without limitation, all of the Seller's rights, remedies, powers, interests in and privileges under the Financed Vehicles granted by Obligors Dunlop Receivables Purchase Agreement (whether arising pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect terms thereof or otherwise available to the Seller), including, without limitation, the right to enforce the Dunlop Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each casePurchase Agreement, to the extent the Servicer wouldgive or withhold any and all consents, in accordance with its customary practicesrequests, apply such notices, directions, approvals or waivers thereunder and all amounts due and to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealerbecome due thereunder, pursuant to a Dealer Agreement, whether payable as a result of a indemnities or damages for breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements;thereof; and (vi) all right, title monies due or to become due and interest of Seller in any instrument or document relating all amounts received with respect to the Receivables; and items listed in clauses (viii), (ii), (iii), (iv) the proceeds of any and(v) and all proceeds (including, without limitation, whatever is received upon the sale, exchange, collection or other disposition of the foregoingforegoing and all "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of New York) (the property described in the foregoing clauses (ii) through (vi) are hereinafter collectively referred to as the "RECEIVABLES PROPERTY"). The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller Subject to the Obligorsterms and conditions set forth herein, the Dealers or any other Person in connection with Issuer hereby agrees to purchase the Designated Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related theretoReceivables Property from time to time (until the Purchase Termination Date).

Purchase and Sale of Receivables. SECTION 2.1. PURCHASE AND SALE OF RECEIVABLES. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement, the Trust Agreement and the Trust Insurance Agreement, Seller Transferor does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) ), the following (the "Seller “Transferor Assets"”): (ia) all right, title and interest of Seller Transferor in and to the Receivables, and all moneys monies received thereon [on or] after the Cutoff Date; (iib) all right, title and interest of Seller Transferor in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller Transferor in the Financed Vehicles and any other property that shall secure the Receivables; (iiic) the interest of Seller Transferor in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's ’s single interest insurance policy naming the Seller Transferor as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (vd) the interest of Seller Transferor in any proceeds from (i) any Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan Receivable or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vie) all right, title and interest of Seller Transferor in any instrument or document relating to the Receivables; (f) all rights but not the obligations of Transferor under the Sale Agreement; and (viig) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller Transferor to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the express intention of Transferor and Purchaser that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables and the other Transferor Assets described above, conveying good title thereto free and clear of any liens, encumbrances, security interests or rights of other Persons from Transferor to Purchaser and (b) the Receivables and the other Transferor Assets described above not be a part of Transferor’s estate in the event of a bankruptcy or insolvency of Transferor. If, notwithstanding the intention of Transferor and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, Transferor hereby grants, and the parties intend that Transferor shall have granted to the Purchaser, a first priority perfected security interest in all of Transferor’s right, title and interest in the items of the Transferor Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under applicable law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. Notwithstanding the foregoing the Transferor intends on treating the sale of the Transferor Assets to the Purchaser as a financing for accounting purposes.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller the Transferor does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (recourse, subject to the obligations herein) (the "Seller Assets"): (i) , all right, title and interest of Seller the Transferor in and to (the “Transferor Assets”): (i) the Receivables, and all moneys monies received thereon [on or] after the Cutoff Date; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller the Transferor in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's ’s single interest insurance policy naming the Seller Transferor as an insured; (iv) any rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (iA) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (iiB) a default by an Obligor resulting in the repossession of the Financed Vehicle resulting from a default by an Obligor under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer AgreementsLoan; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by the Purchaser of any obligation of Seller the Transferor to the Obligors, the Dealers or any other Person in connection with the Receivables Transferor Assets. It is the express intention of the Transferor and the Purchaser that (i) the assignment and transfer herein contemplated constitute a sale of the Transferor Assets, conveying good title thereto free and clear of any liens, encumbrances, security interests or rights of other assets Persons, from the Transferor to the Purchaser and properties conveyed hereunder (ii) the Transferor Assets described above not be a part of the Transferor’s estate in the event of receivership or any agreementconservatorship of the Transferor. If, document notwithstanding the intention of the Transferor and the Purchaser, such conveyance is deemed to be a pledge in connection with a financing or instrument related theretois otherwise deemed not to be a sale, the Transferor hereby grants, and the parties intend that the Transferor shall have granted, to the Purchaser a first priority perfected security interest in all of the Transferor’s right, title and interest in the Transferor Assets, and that this Agreement shall constitute a security agreement under applicable law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. Notwithstanding the foregoing, the Transferor intends on treating the sale of the Transferor Assets as a financing for accounting purposes.

Purchase and Sale of Receivables. Effective as (a) Bank shall sell to Marketer and Marketer shall thereafter purchase from Bank, on a daily basis, (i) 100% of the Closing Date Program Receivables and immediately prior all Non-Program Receivables related thereto, and (ii) all of Bank’s right, title and interest in and to all payments made by on or behalf of Cardholders attributable to the transactions pursuant purchased Program Receivables and the purchased Non-Program Receivables related thereto. For purposes hereof, the purchase price (“Purchase Price”) shall be equal to 100% of the Program Receivables. With respect to Credit Card Receivables sold to Marketer under this Section 4.1(a), Bank shall pay daily to Marketer all payments made by or on behalf of the Cardholders attributable to the Indenturepurchased Credit Card Receivables. To the extent not otherwise conveyed hereunder, the Sale and Servicing Agreement and the Trust Agreement, Seller Bank does hereby sell, transfer, assign, set over and otherwise convey to PurchaserMarketer, without recourse (subject to except as provided herein, on a daily basis, 100% of the obligations herein) (Program Receivables and all Non-Program Receivables related thereto. The parties hereto intend that the "Seller Assets"): (i) all conveyance of Bank’s right, title and interest of Seller in and to the ReceivablesProgram Receivables and the Non-Program Receivables shall constitute a sale and not a secured borrowing, including for accounting purposes. If despite such intention, a court characterizes the sale of such Program Receivables and Non-Program Receivables hereunder as a loan rather than an absolute transfer, then this Agreement shall be deemed to be, and hereby is a security agreement, within the meaning of the Uniform Commercial Code in effect in any relevant jurisdiction, and Bank hereby grants to Marketer a first priority perfected security interest in, to and under all moneys received thereon [on or] after the Cutoff Date; (ii) all of Bank’s right, title and interest whether now owned or hereafter acquired, in, to and under each and every Program Receivable and Non-Program Receivables transferred to Marketer pursuant to this Section 4.1(a) for the purpose of Seller securing Bank’s obligations under this Agreement. (b) No later than 1:00 p.m. (Eastern Time) on each Banking Day, Bank shall notify by e-mail and facsimile transmission the Chief Financial Officer or such officer’s designee at Marketer of the amount due to or owed by Marketer for transactions pursuant to Section 4.1 (a) above (the “Settlement Amount”). Payments due for any day shall be made by the appropriate party by wire transfer no later than 4:00 p.m. (Eastern Time), unless Bank is late in notifying Marketer of the Settlement Amount due for any day, in which case the appropriate party shall use all reasonable efforts to send the wire transfer within the time period set forth above or as soon thereafter as possible, but in any event no later than 5:00 p.m. (Eastern Time) of the next Banking Day following Marketer’s receipt of notice from Bank. In the event the wire transfer of the full Purchase Price due is not received by Bank by 5:00 p.m. (Eastern Time) of the next Banking Day following Marketer’s receipt of notice from Bank, Bank shall be entitled to withdraw the Purchase Price from the Settlement Reserve. In such event, Marketer shall also pay Bank a fee of ten thousand dollars ($10,000) and Bank shall also be entitled to such other remedies as described in this Agreement. The party expecting to receive payment shall promptly notify the party required to send a payment by facsimile transmission if any such required payment is not received when due and shall use reasonable efforts to provide such notice to the party required to send payment by 5:30 p.m. (Eastern Time) of the due date but in no event shall such notice be given later than 12:30 p.m. (Eastern Time) of the Banking Day following said due date. (c) In the event Marketer has reason to dispute the accuracy of the Settlement Amount reported by Bank for any day, Marketer shall promptly so notify Bank, but such notice shall not affect either party’s obligation for timely payment of the Settlement Amount as noticed by Bank. In the event it is determined that Marketer was correct in disputing the accuracy of the Settlement Amount for a given day, or if Bank shall fail for any other reason to properly remit the Settlement Amount due for any given day to Marketer, Bank shall promptly remit to Marketer the amount due Marketer with interest thereon computed at the rate of three (3) percentage points above the Prime Rate in effect on the date said sum was first due. If Marketer shall fail for any reason to remit to Bank the Settlement Amount due for any given day, then Marketer shall promptly remit to Bank the amount due Bank with interest thereon from the date such sum was due until the date the Settlement Amount is paid computed at the rate of three (3) percentage points above the Prime Rate in effect on the date said sum was first due. If Marketer fails on any given day to pay the Purchase Price indicated by Bank, as provided hereunder, even in the security interests event Marketer disputes such amount, and such failure is not cured within five (5) Banking Days from the date Marketer receives notification of nonpayment, Bank may (but need not and without waiver of its rights), in addition to any other rights and remedies it may have, upon notice to Marketer, sell to any third party any interest in the Financed Vehicles granted by Obligors pursuant Credit Card Receivables that Marketer failed to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables;purchase. (iiid) Bank shall remain the interest owner of Seller in all Credit Card Accounts, notwithstanding any proceeds sale of any Credit Card Receivables to Marketer or a third party under this Section 4.1. Marketer shall not be deemed to have assumed any obligations of Bank with respect to the Credit Card Accounts by virtue of any purchase of Credit Card Receivables from claims on hereunder. Except as otherwise provided herein, Bank shall not sell any Insurance Policies covering Financed Vehicles Credit Card Receivables or any interest therein to any third party without the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured;prior written consent of Marketer. (ive) rebates The sale of premiums relating Program Receivables and Non-Program Receivables contemplated in 4.1(a) hereof shall occur upon settlement therefor by or on behalf of Marketer and no additional documents shall be required by the parties to Insurance Policies and rebates of other items effect any such as extended warranties financed under sale. Notwithstanding the Receivablesforegoing, if, in each casethe reasonable judgment of either party, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables any such purchase and sale, any additional instrument, document, or certificate is required to further evidence such purchase and sale, the other assets party shall execute and properties conveyed hereunder or deliver any agreement, document or instrument related theretosuch document.

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller Transferor does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller “Transferor Assets"”): (ia) all right, title and interest of Seller Transferor in and to the Receivables, and all moneys monies received thereon [on or] after the Cutoff Date; (iib) all right, title and interest of Seller Transferor in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller Transferor in the Financed Vehicles and any other property that shall secure the Receivables; (iiic) the interest of Seller Transferor in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's ’s single interest insurance policy naming the Seller Transferor as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (vd) the interest of Seller Transferor in any proceeds from (i) any Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan Loans or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vie) all right, title and interest of Seller Transferor in any instrument or document relating to the Receivables; (f) all rights but not the obligations of Transferor under the Sale Agreement; and (viig) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller Transferor to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the express intention of Transferor and Purchaser that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables and the other Transferor Assets described above, conveying good title thereto free and clear of any liens, encumbrances, security interests or rights of other Persons, from Transferor to Purchaser and (b) the Receivables and the other Transferor Assets described above not be a part of Transferor’s estate in the event of a bankruptcy or insolvency of Transferor. If, notwithstanding the intention of Transferor and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, Transferor hereby grants, and the parties intend that Transferor shall have granted to the Purchaser, a first priority perfected security interest in all of Transferor’s right, title and interest in the items of the Transferor Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under applicable law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. Notwithstanding the foregoing, the Transferor intends on treating the sale of the Transferor Assets to the Purchaser as a financing for accounting purposes.

Purchase and Sale of Receivables. Effective as (a) [Initial] Purchase. On the [Initial] Closing Date, subject to satisfaction of the Closing Date conditions specified in Article VI and the First Step [Initial] Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions pursuant to contemplated by the IndentureFurther Transfer and Servicing Agreements, if any), the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby shall sell, transfer, assign, set over assign and otherwise convey to PurchaserAlly Auto, without recourse (subject to the obligations herein) (the "Seller Assets"):recourse: (i) all right, title and interest of the Seller in in, to and under the [Initial] Receivables listed on the Schedule of [Initial] Receivables and all monies received thereon on and after the [Initial] Cutoff Date, exclusive of any amounts allocable to the Receivables, and all moneys received thereon [on or] after premium for physical damage collateral protection insurance required by the Cutoff DateSeller or the Servicer covering any related Financed Vehicle; (ii) all right, title and the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the [Initial] Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iii) the interest of the Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredObligors; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of the Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in recourse against Dealers on the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements[Initial] Receivables; (viv) all right, title and interest of the Seller in any instrument or document relating in, to and under the First Step [Initial] Receivables Assignment; (vi) [the right to purchase Additional Receivables during the Revolving Period at a price equal to the Receivables; Aggregate Additional Receivables Principal Balance on each applicable Distribution Date;] and (vii) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v)[(vi)] above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and property described in clauses (i) through (vi)[(vii)] above is not intended referred to result in an assumption by Purchaser of any obligation of Seller to herein collectively as the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto“[Initial] Purchased Property.”

Purchase and Sale of Receivables. Effective as The parties to ------------------------------------ this Agreement intend that the transactions contemplated by Sections 2.1 and 2.2 hereof shall be, and shall be treated as, a purchase by the Purchaser and a sale by the Seller of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) all right, title and interest of Seller in and to the Receivables, and all moneys received thereon [on or] after the Cutoff Date; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Purchased Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by not a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoinglending transaction. The Seller's sale, transfer, assignment, setting over transfer and conveyance made hereunder shall of Purchased Receivables to the Purchaser pursuant to this Agreement does not constitute and is not intended to result in an a creation or assumption by Purchaser of any obligation of the Seller to the Obligors, the Dealers or any other Person in connection with the Receivables or any agreement or instrument relating thereto, including any obligation to an Obligor. If this Agreement does not constitute a valid sale, assignment, transfer and conveyance of all right, title and interest of the Seller in, to and under the Purchased Receivables despite the intent of the parties hereto, the Seller hereby grants a "security interest" (as defined in the UCC as in effect in the State of Connecticut or other Relevant UCC State or other applicable jurisdiction) in the Purchased Receivables, the Residual Ownership Certificate, the Seller's Residual Receivable Interest, the Seller's other unsold Receivables and the other assets Collateral (as defined in Section 4.3 hereof) to the Purchaser and properties conveyed hereunder the parties agree that this Agreement shall constitute a security agreement under the UCC in effect in the State of Connecticut or any agreement, document other Relevant UCC State or instrument related theretoother applicable jurisdiction.

Purchase and Sale of Receivables. Effective as Subject to the satisfaction of the Closing Date conditions specified in Article IV, MSNB hereby sells, transfers, assigns and immediately prior otherwise conveys to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to recourse, and the obligations herein) (the "Seller Assets"): (i) Purchaser hereby purchases from MSNB, all right, title and interest in, to and under all Receivables (except for such Receivables previously sold, transferred, assigned or otherwise conveyed to Mersco Factors, Inc. ("MFI")) created and arising under the Accounts identified in the list of Seller in and Accounts (an "Account List") previously delivered to the Purchaser (such Receivables, the "Designated MSNB Receivables") and all moneys received thereon [on or] monies, due or to become due with respect thereto after the close of the second Business Day preceding the date hereof (such as of date, the "Initial Cutoff Date; "), all Finance Charge Receivables relating to such Accounts, all proceeds of such Receivables and all Insurance Proceeds relating to such Receivables (iicollectively, the "Existing Purchased Assets"). After the Initial Cutoff Date, each newly created account (each, an "Additional Account") shall be automatically included as an "Account" hereunder and on the day of creation thereof (each, an "Addition Date") MSNB shall sell, transfer, assign and otherwise convey to the Purchaser, without recourse, and the Purchaser shall purchase from MSNB, all right, title and interest in, to and under all Receivables then existing and thereafter created and arising under such Accounts (collectively, with the Designated MSNB Receivables, the "MSNB Receivables") and all monies, due or to become due with respect thereto as of Seller in such date of creation (such as of date, the security interests in "Additional Cutoff Date"), including all Finance Charge Receivables relating to such Receivables, all proceeds of such Receivables and all Insurance Proceeds relating to such Receivables (collectively, the Financed Vehicles granted by Obligors pursuant "Subsequent Purchased Assets"; together with the Existing Purchased Assets, the "Purchased Assets"). From time to time MSNB shall, at the request of the Purchaser, deliver to the Receivables Purchaser an Account List as of an agreed upon date setting forth such information regarding the Accounts and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or therein as the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related theretomay reasonably request.

Purchase and Sale of Receivables. Effective as Subject to the -------------------------------- satisfaction of the Closing Date and immediately prior conditions specified in Article IV, NFC agrees to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over assign and otherwise convey to PurchaserNFRRC, without recourse recourse, pursuant to a ------- -------- written assignment substantially in the form of Exhibit A (subject an "ASSIGNMENT"), and --------- NFRRC agrees to purchase, on the Closing Date and, up to the obligations herein) Available Purchase Amount, on any Subsequent Transfer Date (the each, a "Seller AssetsPURCHASE DATE"): (i) ), all right, title and interest of Seller NFC in, to and under: (a) the Retail Notes, secured by one or more Financed Vehicles, that are identified in and a schedule to the Receivables, Assignment delivered to NFRRC on such Purchase Date (the "DESIGNATED RECEIVABLES") and all moneys received monies paid thereon [(including Liquidation Proceeds) and due thereunder on or] and after the applicable Cutoff Date; (iib) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Designated Receivables and and, to the extent permitted by law, any other interest accessions thereto which are financed by NFC; (c) the benefits of Seller in any lease assignments with respect to the related Financed Vehicles and Vehicles; (d) any other property that shall secure proceeds from any Insurance Policies with respect to the Designated Receivables; (iiie) the interest of Seller in any proceeds from Dealer Liability with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Designated Receivables, in each case, proceeds from any NITC Purchase Obligations with respect to the extent the Servicer would, in accordance with its customary practices, apply such amounts Designated Receivables (subject to the Principal Balance of the related Receivable; (vlimitations set forth in Section 5.08 hereof) the interest of Seller in any and proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result Guaranties of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Designated Receivables; and (viif) the any proceeds of any the property described in clauses (a), (b) and all of (c) above (the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended property described in clauses (b) through (f) hereof are referred to result in an assumption by Purchaser of any obligation of Seller to as the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto"RELATED SECURITY").

Purchase and Sale of Receivables. SECTION 2.1. Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) all right, title and interest of Seller in and to the Receivables, and all moneys received thereon [on or] after the Cutoff Date; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Purchase and Sale of Receivables. (a) Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) all right, title and interest of Seller in and to the Receivables, and all moneys received thereon [on or] after the Cutoff Date; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. . (b) The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

Purchase and Sale of Receivables. Effective as Subject to the -------------------------------- satisfaction of the Closing Date and immediately prior conditions specified in Article IV, NFC agrees to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over assign and otherwise convey to PurchaserNFRRC, without recourse (subject recourse, pursuant to a ---------------- written assignment substantially in the obligations herein) form of Exhibit A (the "Seller AssetsInitial PA --------- Assignment"): ), and NFRRC agrees to purchase on the Closing Date and, pursuant to an assignment substantially in the form of Exhibit B (ieach, a "Subsequent --------- Transfer PA Assignment" and, together with the Initial PA Assignment, each a "PA Assignment") up to the Available Purchase Amount, on each Subsequent Transfer Date (each, a "Purchase Date"), all right, title and interest of Seller NFC in, to and under: (a) the Retail Notes, secured by one or more Financed Vehicles, that are identified in and a schedule to the PA Assignment delivered to NFRRC on such Purchase Date (the "Designated Receivables, ") and all moneys received monies paid thereon [(including Liquidation Proceeds) and due thereunder on or] and after the applicable Cutoff Date; (iib) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Designated Receivables and and, to the extent permitted by law, any other interest accessions thereto which are financed by NFC; (c) the benefits of Seller in any lease assignments with respect to the related Financed Vehicles and Vehicles; (d) any other property that shall secure proceeds from any Insurance Policies with respect to the Designated Receivables; (iiie) the interest of Seller in any proceeds from Dealer Liability with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Designated Receivables, in each case, proceeds from any International Purchase Obligations with respect to the extent the Servicer would, in accordance with its customary practices, apply such amounts Designated Receivables (subject to the Principal Balance of the related Receivable; (vlimitations set forth in Section 5.08 hereof) the interest of Seller in any and proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result Guaranties of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Designated Receivables; and (viif) the any proceeds of any the property described in clauses (a), (b) and all of (c) above (the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended property described in clauses (b) through (f) hereof are referred to result in an assumption by Purchaser of any obligation of Seller to as the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto"Related Security").

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement, the Trust Agreement and the Trust Insurance Agreement, Seller Transferor does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to the obligations herein) ), the following (the "Seller “Transferor Assets"”): (ia) all right, title and interest of Seller Transferor in and to the Receivables, and all moneys monies received thereon [on or] after the Cutoff Date; (iib) all right, title and interest of Seller Transferor in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller Transferor in the Financed Vehicles and any other property that shall secure the Receivables; (iiic) the interest of Seller Transferor in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's ’s single interest insurance policy naming the Seller Transferor as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (vd) the interest of Seller Transferor in any proceeds from (i) any Receivable repurchased by a Dealer, Dealer pursuant to a Dealer Agreement, Agreement as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan Receivable or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vie) all right, title and interest of Seller Transferor in any instrument or document relating to the Receivables; (f) all rights but not the obligations of Transferor under the Sale Agreement; and (viig) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller Transferor to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. It is the express intention of Transferor and Purchaser that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables and the other Transferor Assets described above, conveying good title thereto free and clear of any liens, encumbrances, security interests or rights of other Persons from Transferor to Purchaser and (b) the Receivables and the other Transferor Assets described above not be a part of Transferor’s estate in the event of a bankruptcy or insolvency of Transferor. If, notwithstanding the intention of Transferor and Purchaser, such conveyance is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, Transferor hereby grants, and the parties intend that Transferor shall have granted to the Purchaser, a first priority perfected security interest in all of Transferor’s right, title and interest in the items of the Transferor Assets and all proceeds of the foregoing, and that this Agreement shall constitute a security agreement under applicable law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. Notwithstanding the foregoing the Transferor intends on treating the sale of the Transferor Assets to the Purchaser as a financing for accounting purposes.

Purchase and Sale of Receivables. Effective as Subject to the -------------------------------- satisfaction of the Closing Date and immediately prior conditions specified in Article IV, NFC agrees to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over assign and otherwise convey to PurchaserNFRRC, without recourse recourse, pursuant to a ------- -------- written assignment substantially in the form of Exhibit A (subject an "Assignment"), and --------- ---------- NFRRC agrees to purchase as of the obligations herein) date of this Agreement (the "Seller AssetsClosing Date"): (i) ), ------- ---- all right, title and interest of Seller NFC in, to and under: (a) the Retail Notes, secured by one or more Financed Vehicles, that are identified in and a schedule to the Assignment delivered to NFRRC on the Closing Date (the "Designated Receivables, ") and all moneys received monies paid thereon [(including ---------------------- Liquidation Proceeds) and due thereunder on or] and after the Cutoff Date; (iib) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Designated Receivables and, to the extent permitted by law, any accessions thereto which are financed by NFC; (c) all other security interests or liens and property, if any, purporting to secure payment of such Designated Receivables, whether pursuant to a contract related to such Designated Receivables or otherwise, together with all financing statements and security agreements describing any other interest of Seller in the Financed Vehicles and any other property that shall secure the collateral securing such Designated Receivables; (iiid) the interest benefits of Seller in any proceeds lease assignments with respect to the Receivables related Financed Vehicles; (e) any proceeds from claims on any Insurance Policies covering Financed Vehicles or with respect to the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredDesignated Receivables; (ivf) rebates of premiums relating any proceeds from Dealer Liability with respect to Insurance Policies and rebates of other items such as extended warranties financed under the Designated Receivables, in each case, proceeds from any International Purchase Obligations with respect to the extent the Servicer would, in accordance with its customary practices, apply such amounts Designated Receivables (subject to the Principal Balance limitations set forth in Section 5.08 hereof); and (g) all guaranties, letters of credit and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Designated Receivable whether pursuant to the Contract related Receivableto such Designated Receivable or otherwise (other than the International Purchase Obligations); (vh) the interest of Seller in any proceeds from all Records and Receivables Files relating to such Designated Receivables; (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result all of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all NFC's right, title and interest of Seller in any instrument or document relating to the ReceivablesDesignated Accounts and the monies therein; and (viij) the all proceeds of any and all of the foregoingforegoing (the property described in clauses (b) through (j) hereof are referred to as the "Related Security"). The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.----------------

Purchase and Sale of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller the Transferor does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (recourse, subject to the obligations herein) (the "Seller Assets"): (i) , all right, title and interest of Seller the Transferor in and to (the “Transferor Assets”): (i) the Receivables, and all moneys received thereon [on or] after the Cutoff Date; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller the Transferor in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's ’s single interest insurance policy naming the Seller Transferor as an insured; (iv) any rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (iA) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (iiB) a default by an Obligor resulting in the repossession of the Financed Vehicle resulting from a default by an Obligor under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer AgreementsLoan; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by the Purchaser of any obligation of Seller the Transferor to the Obligors, the Dealers or any other Person in connection with the Receivables Transferor Assets. It is the express intention of the Transferor and the Purchaser that (i) the assignment and transfer herein contemplated constitute a sale of the Transferor Assets, conveying good title thereto free an clear of any liens, encumbrances, security interests or rights of other assets Persons, from the Transferor to the Purchaser and properties conveyed hereunder (ii) the Transferor Assets described above not be a part of the Transferor’s estate in the event of receivership or any agreementconservatorship of the Transferor. If, document notwithstanding the intention of the Transferor and the Purchaser, such conveyance is deemed to be a pledge in connection with a financing or instrument related theretois otherwise deemed not to be a sale, the Transferor hereby grants, and the parties intend that the Transferor shall have granted, to the Purchaser a first priority perfected security interest in all of the Transferor’s right, title and interest in the Transferor Assets, and that this Agreement shall constitute a security agreement under applicable law and the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as in force in the relevant jurisdictions. Notwithstanding the foregoing, the Transferor intends on treating the sale of the Transferor Assets as a financing for accounting purposes.

Purchase and Sale of Receivables. Effective as of Upon the Closing Date terms and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust conditions set forth in this Agreement, at the Closing, Seller does hereby agrees to sell, transferconvey, assignassign and deliver to Buyer (or cause such actions), set over and otherwise convey Buyer hereby agrees to Purchaserpurchase and accept from Seller, without recourse (subject to the obligations herein) (the "Seller Assets"): (i) free and clear of all Liens, all of Seller’s right, title and interest of Seller in in, to and to under the following assets (collectively, the “Purchased Assets”): (a) the Receivables set forth on Schedule 2.1(a) and reflected on the Closing Data Spreadsheet (collectively, the “Purchased Receivables, and all moneys received thereon [on or] after the Cutoff Date”); (iib) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors Contracts pursuant to which Seller acquired the Purchased Receivables and any other interest of Seller in (the Financed Vehicles and any other property that shall secure the Receivables“Factoring Agreements”); (iiic) all Contracts set forth on Schedule 2.1(c) (such Contracts, together with the interest of Seller in any proceeds with respect to Factoring Agreements, the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured“Transferred Contracts”); (ivd) rebates all Customer deposits, Customer escrows and similar funds held or controlled by Seller in connection with the conduct of premiums relating the Business and related to Insurance Policies the Purchased Receivables and rebates all credits, deferred charges, initial direct costs, and prepaid items to the extent arising out of other items such Purchased Receivables (i) to hold in trust for a third-party and remit to such third-party under a Transferred Contract any cash or cash equivalents; and (ii) to hold as extended warranties financed under the Receivablessecurity for any Factoring Agreement that is a Transferred Contract; (e) all rights, Claims and credits, including all guarantees, warranties, indemnities, Orders and demands of any nature and similar rights, whether or not currently being pursued, in each casefavor of Seller, to the extent the Servicer would, in accordance with its customary practices, apply such amounts related to any Purchased Receivable or to any Assumed Liability except to the Principal Balance of the extent solely related Receivableto an Excluded Liability; (vf) the interest all rights of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant or its Affiliates as secured party of record under financing statements filed under the UCC or similar statutes with respect to a Dealer Purchased Receivable or a Factoring Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vig) all rightbooks and records, title Customer lists and interest of Seller Customer correspondence (in all cases, in any instrument form or document relating medium and, in the case of electronically stored records, including the system in which such information is stored) (collectively, the “Records”) to the extent related to the Purchased Receivables; and (viih) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result assets listed in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related theretoSchedule 2.1(h).

Purchase and Sale of Receivables. Effective as Subject to the satisfaction of the Closing Date and immediately prior conditions specified in Article IV, NFC agrees to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over assign and otherwise convey to PurchaserNFRRC, without recourse recourse, pursuant to a written assignment substantially in the form of Exhibit A (subject an "Assignment"), and NFRRC agrees to purchase as of the obligations herein) date of this Agreement (the "Seller AssetsClosing Date"): (i) ), all right, title and interest of Seller NFC in, to and under: (a) the Retail Notes, secured by one or more Financed Vehicles, that are identified in and a schedule to the Assignment delivered to NFRRC on the Closing Date (the "Designated Receivables, ") and all moneys received monies paid thereon [(including Liquidation Proceeds) and due thereunder on or] and after the Cutoff Date; (iib) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Designated Receivables and, to the extent permitted by law, any accessions thereto which are financed by NFC; (c) all other security interests or liens and property, if any, purporting to secure payment of such Designated Receivables, whether pursuant to a Contract related to such Designated Receivables or otherwise, together with all financing statements and security agreements describing any other interest of Seller in the Financed Vehicles and any other property that shall secure the collateral securing such Designated Receivables; (iiid) the interest benefits of Seller in any proceeds lease assignments with respect to the Receivables related Financed Vehicles; (e) any proceeds from claims on any Insurance Policies covering Financed Vehicles or with respect to the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredDesignated Receivables; (ivf) rebates of premiums relating any proceeds from Dealer Liability with respect to Insurance Policies and rebates of other items such as extended warranties financed under the Designated Receivables, in each case, proceeds from any International Purchase Obligations with respect to the extent the Servicer would, in accordance with its customary practices, apply such amounts Designated Receivables (subject to the Principal Balance limitations set forth in Section 5.08 hereof); and (g) all guaranties, letters of credit and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Designated Receivable whether pursuant to the Contract related Receivableto such Designated Receivable or otherwise (other than the International Purchase Obligations); (vh) the interest of Seller in any proceeds from all Records and Receivable Files relating to such Designated Receivables; (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result all of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all NFC's right, title and interest of Seller in any instrument or document relating to the ReceivablesDesignated Accounts and the Designated Account Property; and (viij) the all proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and foregoing (the property described in clauses (b) through (j) hereof is not intended referred to result in an assumption by Purchaser of any obligation of Seller to as the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto"Related Security").

Purchase and Sale of Receivables. Effective as of [on the Closing Date and immediately prior Date]. On the Closing Date, subject to the transactions pursuant to the Indentureterms and conditions of this Agreement, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby agrees to sell, transfer, assign, set over assign and otherwise convey to the Purchaser, without recourse (subject to collectively, the obligations herein) (the "Seller “[Initial] Purchased Assets"”): (ia) all right, title and interest of the Seller in and to the Receivables, Receivables listed on the Schedule of Receivables (including all related Receivable Files) and all moneys received monies due thereon [on or] or paid thereunder or in respect thereof after the Cutoff [Initial] Cut-off Date; (iib) all right, title and interest the right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest related property; (c) the right of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the Financed Vehicles and or the Obligors; (d) the right of the Seller to receive payments in respect of any other property that shall secure Dealer Recourse with respect to the Receivables; (iiie) the interest right of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; to realize upon any property (ivincluding the right to receive future Net Liquidation Proceeds) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related that shall have secured a Receivable; (vf) the interest right of the Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant rebates of premiums and other amounts relating to a Dealer Agreement, insurance policies and other items financed under the Receivables in effect as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables[Initial] Cut-off Date; and (viig) the all proceeds of any and all of the foregoing; provided that the Seller shall not be required to deliver to the Purchaser on the Closing Date monies received in respect of the Receivables after the [Initial] Cut-off Date and before the Closing Date but shall or shall cause the Servicer to deposit such monies into the Collection Account no later than the Business Day preceding the first Distribution Date. The sale, transfer, assignment, setting over and conveyance made hereunder shall foregoing sale does not constitute and is not intended to result in an any assumption by the Purchaser of any obligation of the Seller to the Obligors, the Dealers insurers or any other Person person in connection with the Receivables and the other assets and properties conveyed hereunder Receivables, Receivable Files, any insurance policies or any agreement, document agreement or instrument related theretorelating to any of them.

Purchase and Sale of Receivables. Effective as of (a) On each Sale Date, in exchange for the Closing Date Receivables Cash Purchase Price and immediately prior subject to the transactions pursuant to the Indentureother terms and conditions of this Agreement, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby agrees to sell, transfer, assign, set over assign and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) (the "Seller Assets"): except as provided in Sections 6.01 and 7.02), a 100% interest in (i) all right, title and interest of the Seller in and to the Receivables listed on the applicable Schedule of Receivables, all monies constituting Excess Interest Collections with respect thereto, and all other moneys received thereon [on or] and after the related Cutoff Date; ; (ii) all right, title and the interest of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the such Receivables; ; (iii) the interest of the Seller in any Risk Default Insurance Proceeds and any proceeds with respect to the Receivables from claims on any Insurance Policies (including the VSI Insurance Policy) covering such Receivables, the Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; Cutoff Date; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance right of the related Receivable; Seller to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Purchaser; (v) the interest of the Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; Recourse; and (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder (All of the property identified in this subsection (a) shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with "Trust Property.") (b) In consideration for the Receivables and the other assets Trust Property relating thereto sold on any Sale Date, the Purchaser shall (i) on each such date corresponding to a Closing Date for a Trust, pay to the Seller an amount equal to the Receivables Cash Purchase Price by wire transfer of immediately available funds; and properties conveyed hereunder or any agreement(ii) on each such date corresponding to a Funding Date for a Trust, document or instrument related theretocause the Trustee for such Trust to pay to the Seller from the applicable Funding Account an amount equal to the Receivables Cash Purchase Price by wire transfer of immediately available funds.

Purchase and Sale of Receivables. Effective On such date as of is acceptable to XXXX and GMAC by which the Closing Date conditions specified in Article VI have been satisfied (and in any event immediately prior to consummation of the transactions pursuant to contemplated by the Indenture, the Sale Further Transfer and Servicing Agreement and the Trust AgreementAgreements, Seller does hereby if any), GMAC shall sell, transfer, assign, set over assign and otherwise convey to PurchaserXXXX, without recourse (subject to the obligations herein) (the "Seller Assets"):recourse: (ia) all right, title and interest of Seller GMAC in, to and under the Receivables listed on the Schedule of Receivables and (i) in and to the case of Scheduled Interest Receivables, all monies due thereunder on and after the Cutoff Date and (ii) in the case of Simple Interest Receivables, all moneys monies received thereon [on or] and after the Cutoff Date, in each case exclusive of any amounts allocable to the premium for physical damage insurance force-placed by GMAC covering any related Financed Vehicle; (iib) all right, title and the interest of Seller GMAC in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and and, to the extent permitted by law, any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivablesaccessions thereto; (iiic) except for those Receivables originated in Wisconsin, the interest of GMAC in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or Obligors; (d) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller GMAC in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the recourse against Dealers on Receivables; and (viie) the interest of GMAC in any proceeds of any the property described in clauses (a) and all (b) above. The property described in clauses (a) through (e) above is referred to herein collectively as the "Purchased Property." It is the intention of GMAC and XXXX that the transfer and assignment contemplated by this Agreement shall constitute a sale of the foregoingReceivables from GMAC to XXXX and the beneficial interest in and title to the Receivables shall not be part of GMAC's estate in the event of the filing of a bankruptcy petition by or against GMAC under any bankruptcy law. The sale, transfer, assignment, setting over and conveyance made hereunder shall foregoing sale does not constitute and is not intended to result in an any assumption by Purchaser XXXX of any obligation of Seller GMAC to the Obligors, the Dealers Dealers, insurers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder Receivables, any Dealer Agreements, any insurance policies or any agreement, document agreement or instrument related theretorelating to any of them.

Purchase and Sale of Receivables. Effective as Subject to the -------------------------------- satisfaction of the Closing Date conditions specified in Article IV, DNB hereby sells, transfers, assigns and immediately prior otherwise conveys to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (subject to recourse, and ------- -------- the obligations herein) (the "Seller Assets"): (i) Purchaser hereby purchases from DNB, all right, title and interest in, to and under all Receivables then existing (and not previously sold, transferred, assigned or otherwise conveyed) and thereafter created and arising under the Accounts identified in the list of Seller in and Accounts (an "Account List") previously delivered to the Purchaser (such Receivables, the "Designated DNB Receivables") and all moneys received thereon [on or] after monies, due or to become due with respect thereto as of the close of the second Business Day preceding the date hereof (such as of date, the "Initial Cutoff Date; "), all Finance Charge Receivables relating to such Accounts, all proceeds of such Receivables and all Insurance Proceeds relating to such Receivables (iicollectively, the "Existing Purchased Assets"). After the Initial Cutoff Date, each newly created account (each, an "Additional Account") shall be automatically included as an "Account" hereunder and on the day of creation thereof (each, an "Addition Date") DNB shall sell, transfer, assign and otherwise convey to the Purchaser, without recourse, and ------- -------- the Purchaser shall purchase from DNB, all right, title and interest in, to and under all Receivables then existing and thereafter created and arising under such Accounts (collectively, with the Designated DNB Receivables, the "DNB Receivables") and all monies, due or to become due with respect thereto as of Seller in such date of creation (such as of date, the security interests in "Additional Cutoff Date"), including all Finance Charge Receivables relating to such Receivables, all proceeds of such Receivables and all Insurance Proceeds relating to such Receivables (collectively, the Financed Vehicles granted by Obligors pursuant "Subsequent Purchased Assets"; together with the Existing Purchased Assets, the "Purchased Assets"). From time to time DNB shall, at the request of the Purchaser, deliver to the Receivables Purchaser an Account List as of an agreed upon date setting forth such information regarding the Accounts and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or therein as the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoing. The sale, transfer, assignment, setting over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other assets and properties conveyed hereunder or any agreement, document or instrument related theretomay reasonably request.

Purchase and Sale of Receivables. Effective as of the Closing Date (a) The Seller hereby sells, transfers, assigns, and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaserconveys, without recourse (subject except as expressly provided herein), to the obligations herein) (the "Seller Assets"):Company, all its present and future right, title and interest in, to and under: (i) all right, title and interest of Seller in and to the Receivables, including those existing at the close of business on the Effective Date and all moneys received thereon [on or] after such Receivables thereafter arising from time to time until but not including the Cutoff Datedate an Early Termination occurs; (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Related Property; Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables;Sale Agreement (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insuredall Collections; (iv) rebates of premiums all rights (including rescission, replevin or reclamation) relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivableany Receivable or arising therefrom; (v) the interest all proceeds of Seller or payments in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds respect of any and all of the foregoingforegoing clauses (i) through (iv) (including Collections). The saleSuch property described in the foregoing clauses (i) through (v) shall be referred to herein as the "Receivable Assets". (b) On the Effective Date and on the date of creation of each newly created Receivable (but only so long as no Early Termination shall have occurred and be continuing), transferall of the Seller's right, assignmenttitle and interest in and to (i) in the case of the Effective Date, setting all then existing Receivables and all other Receivable Assets in respect of such Receivables and (ii) in the case of each such date of creation, all such newly created Receivables and all other Receivable Assets in respect of such Receivables shall be considered to be part of the assets that have been sold, transferred, assigned, set over and conveyance made hereunder shall not constitute and is not intended to result in an assumption by Purchaser of any obligation of Seller otherwise conveyed to the Obligors, Company pursuant to paragraph (a) above without any further action by the Dealers Seller or any other Person Person. Anything herein to the contrary notwith standing, to the extent the Seller shall not have received payment from the Company of the Purchase Price for any Receivable and other related Receivable Assets in connection accordance with the terms of Section 2.03, such Receivable and Receivable Assets shall, upon receipt of notice from the Seller of such failure to receive payment, immediately and automatically be sold, assigned, transferred and reconveyed by the Company to the Seller without any further action by the Company or any other Person. (c) The parties to this Agreement intend that, for accounting and commercial purposes, the transactions contemplated by Section 2.01 hereby shall be, and shall be treated as, a purchase by the Company and a sale by the Seller of the Purchased Receivables and the other assets Receivable Assets and properties conveyed hereunder or any agreement, document or instrument related thereto.not a lending trans-

Purchase and Sale of Receivables. Effective as of the Closing Date (a) USFC hereby sells, assigns, transfers and immediately prior conveys to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, Seller does hereby sell, transfer, assign, set over and otherwise convey to PurchaserCompany, without recourse (subject except to the obligations limited extent provided herein) (the "Seller Assets"): (i) ), all its respective right, title and interest of Seller in in, to and under (i) all Receivables now existing and hereafter arising from time to the Receivablestime, and all moneys received thereon [on or] after the Cutoff Date; (ii) all payment and enforcement rights (but none of the obligations) with respect to such Receivables, (iii) all Related Property in respect of such Receivables, (iv) all Collections with respect to the foregoing clauses (i), (ii) and (iii) (the payment and enforcement rights, Related Property and Collections referred to in clauses (ii), (iii) and (iv) above are hereinafter collectively referred to as the "RECEIVABLES PROPERTY"), (v) all its rights under the Amended and Restated Receivables Sale Agreement and (vi) all proceeds of the foregoing. (b) On the Effective Date and on the date of creation of each newly created Receivable (but only so long as no Early Termination shall have occurred and be continuing), all of USFC's right, title and interest of Seller in, to and under (i) in the security interests case of the Effective Date, all then existing Receivables and all Receivables Property in respect of such Receivables and (ii) in the Financed Vehicles granted by Obligors case of each such date of creation, all such newly created Receivables and all Receivables Property in respect of such Receivables shall be immediately and automatically sold, assigned, transferred and conveyed to the Company pursuant to the Receivables and paragraph (a) above without any further action by USFC or any other interest Person. If USFC shall not have received payment from the Company of Seller in the Financed Vehicles Purchase Price for any newly created Receivable and any other property that shall secure the Receivables; (iii) related Receivables Property on the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, Payment Date therefor in accordance with its customary practicesthe terms of subsection 2.03(b), apply such amounts newly created Receivable and the Receivables Property with respect thereto shall, upon receipt of notice from USFC of such failure to receive payment, immediately and automatically be sold, assigned, transferred and reconveyed by the Principal Balance Company to USFC without any further action by the Company or any other Person. (c) The parties to this Agreement intend that the transactions contemplated by subsections 2.01(a) and (b) hereby shall be, and shall be treated as, a purchase by the Company and a sale by USFC of the related Receivable; (v) Purchased Receivables and the interest Receivables Property in respect thereof and not a loan secured by such Purchased Receivables and Receivables Property. All sales of Seller in any proceeds from (i) any Receivable repurchased Receivables and Receivables Property by a DealerUSFC hereunder shall be without recourse to, pursuant to a Dealer Agreement, as a result of a breach of or representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoingkind (express or implied) by, USFC, except as otherwise specifically provided herein. The foregoing sale, transfer, assignment, setting over transfer and conveyance made hereunder shall does not constitute and is not intended to result in an a creation or assumption by Purchaser the Company of any obligation of Seller to the Obligors, the Dealers USFC or any other Person in connection with the Receivables, the Receivables Property or any agreement or instrument relating thereto, including any obligation to any Obligor. If this Agreement does not constitute a valid sale, assignment, transfer and conveyance of all right, title and interest of USFC in, to and under the Purchased Receivables and the Receivables Property in respect thereof despite the intent of the parties hereto, USFC hereby grants a "security interest" (as defined in the UCC) in the Purchased Receivables, the Receivables Property in respect thereof its rights under the Amended and Restated Receivables Sale Agreement and all proceeds thereof to the Company and the parties agree that this Agreement shall constitute a security agreement under the UCC. (d) In connection with the foregoing conveyances, USFC agrees to record and file, at its own expense, financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables and Receivables Property now existing and hereafter acquired by the Company from USFC meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the Company's ownership or security interest in the Receivables and Receivables Property and its rights under the Amended and Restated Receivables Sale Agreement, and to deliver evidence of the execution and delivery of such financing statements to the Company on or prior to the related Effective Date. (e) In connection with the foregoing conveyances, USFC agrees at its own expense, as agent of the Company, (i) to indicate, or cause to be indicated, on the computer files containing a master database of Receivables that all Receivables included in such files and all Receivables Property, have been sold to the Company in accordance with this Agreement and (ii) to deliver, or cause to be delivered, to the Company computer files, microfiche lists, a typed or printed list or other assets tangible evidence reasonably acceptable to the Company (a "RECEIVABLES LIST") containing true and properties conveyed hereunder or any agreementcomplete lists (A) on the Closing Date, document or instrument related theretoof (I) the Obligors whose Receivables have been transferred to the Company prior to the Closing Date and the balance of the Receivables of each such Obligor as of the Closing Date and (II) the obligors whose Receivables are to be transferred to the Company on the Closing Date and the balance of the Receivables each such Obligor as of the Closing Date and (B) on each Effective Date, of Obligors whose Receivables are to be transferred to the Company on such Effective Date and the balance of the Receivables originated by each such Obligor as of such Effective Date.

Purchase and Sale of Receivables. Effective as Subject to the terms and -------------------------------- conditions of this Agreement and in consideration of the Closing Date Purchase Price, the Seller shall sell, assign and immediately prior transfer to the transactions pursuant to the IndentureBuyer, the Sale and Servicing Agreement and the Trust AgreementBuyer shall purchase and accept from the Seller, Seller does hereby sell, transfer, assign, set over and otherwise convey to Purchaser, during the Effective Period (without recourse (subject to the obligations except as specifically provided herein) (the "Seller Assets"): (i) ), all right, title and interest of the Seller in in, to and under: (i) all Receivables existing at the close of business on the Cut-Off Date and thereafter created from time to time (except those collected prior to the ReceivablesClosing Date and those constituting the Initial Capital Contribution), and all moneys received thereon [on or] after until the Cutoff Date;termination of the Effective Period; and (ii) all right, title and interest of Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Seller in the Financed Vehicles and any other property that shall secure the Receivables; (iii) the interest of Seller in any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the Obligors or from claims under any lender's single interest insurance policy naming the Seller as an insured; (iv) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, in each case, to the extent the Servicer would, in accordance with its customary practices, apply such amounts to the Principal Balance of the related Receivable; (v) the interest of Seller in any proceeds from (i) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (ii) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights relating to the Receivables under Dealer Agreements; (vi) all right, title and interest of Seller in any instrument or document relating to the Receivables; and (vii) the proceeds of any and all of the foregoingRelated Assets. The sale, transfer, assignment, setting over foregoing transfer and conveyance made hereunder shall the Initial Capital Contribution do not constitute and is are not intended to result in an assumption by Purchaser the Buyer of any obligation or liability of the Seller to the Obligors, the Dealers or any other Person in connection with the Receivables, any Related Asset or under any agreement or instrument relating thereto, including any obligation to any Obligor or any other customer or client of the Seller or any Affiliate thereof. All purchases hereunder and the Initial Capital Contribution shall be made without recourse, but shall be made pursuant to and in reliance upon the representations, warranties and covenants of the Seller set forth in this Agreement and in each other Transaction Document. The Seller and the Buyer intend the transactions hereunder to constitute true sales of the Receivables and the other assets Related Assets by the Seller to the Buyer, providing the Buyer with the full risks and properties conveyed hereunder benefits of ownership of the Receivables and the Related Assets. Without limiting the foregoing, the parties hereto hereby ratify and confirm as capital contributions or any agreement, document or instrument related theretotrue sales: (A) All transfers of Receivables and Related Assets which were made by Seller to Buyer pursuant to the Original Receivables Purchase Agreement; and (B) All transfers of Armco Receivables which were made by Armco to AFC prior the AKR Merger.